Common use of Representations and Warranties; Performance Clause in Contracts

Representations and Warranties; Performance. All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.

Appears in 47 contracts

Samples: Agreement and Plan of Merger and Reorganization (Valeritas Holdings Inc.), Share Exchange Agreement (Tixfi Inc.), Split Off Agreement (Miramar Labs, Inc.)

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Representations and Warranties; Performance. All representations and warranties of Buyer Seller and Split-Off Subsidiary contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, Closing with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller and Split-Off Subsidiary shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer them at or prior to the Closing.

Appears in 39 contracts

Samples: Agreement and Plan of Merger and Reorganization (Valeritas Holdings Inc.), Agreement and Plan of Merger (Invivo Therapeutics Holdings Corp.), Split Off Agreement (Global Casinos Inc)

Representations and Warranties; Performance. All representations and warranties of Buyer Seller contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, Closing with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer them at or prior to the Closing.

Appears in 10 contracts

Samples: Share Exchange Agreement (Tixfi Inc.), Spin Off Agreement (Tixfi Inc.), Spin Off Agreement (EXOlifestyle, Inc.)

Representations and Warranties; Performance. All The representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and herein shall be true and correct, correct in all material respects, at and respects as of the Closing, with the same effect Closing Date as though such representations and warranties were made at and as of the Closing. Closing Date, and Buyer shall have timely performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by obligations of Buyer under this Agreement to be performed or complied with or satisfied by Buyer at or requiring performance prior to the Closing.

Appears in 8 contracts

Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.), Purchase and Sale Agreement (Strategic Realty Trust, Inc.), Purchase and Sale Agreement (Strategic Realty Trust, Inc.)

Representations and Warranties; Performance. All representations and warranties of Buyer Buyers contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Buyers shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer Buyers at or prior to the Closing.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Invivo Therapeutics Holdings Corp.), Split Off Agreement (Invivo Therapeutics Holdings Corp.), Split Off Agreement (Cromwell Uranium Corp.)

Representations and Warranties; Performance. All representations and warranties of Buyer Purchaser contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Purchaser shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer Purchaser at or prior to the Closing.

Appears in 4 contracts

Samples: Split Off Agreement (Atlantic Wine Agencies Inc), Split Off Agreement (Foothills Resources Inc), Split Off Agreement (Compuprint Inc)

Representations and Warranties; Performance. All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Buyers shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer Buyers at or prior to the Closing.

Appears in 3 contracts

Samples: Split Off Agreement (Lifeapps Digital Media Inc.), Split Off Agreement (Nevada Gold Holdings, Inc.), Split Off Agreement (Crownbutte Wind Power, Inc.)

Representations and Warranties; Performance. All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by the Buyer at or prior to the Closing.

Appears in 2 contracts

Samples: Split Off Agreement (Vitaxel Group LTD), Split Off Agreement (China Energy Technology Corp., Ltd.)

Representations and Warranties; Performance. All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, Closing with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer them at or prior to the Closing.

Appears in 2 contracts

Samples: Split­off Agreement (Venture Vanadium Inc.), Split Off Agreement (Computron, Inc.)

Representations and Warranties; Performance. All representations and warranties of Buyer Seller and LLC contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, Closing with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller and LLC shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer them at or prior to the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Modigene Inc.)

Representations and Warranties; Performance. All representations and warranties of Buyer Seller contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer the Seller at or prior to the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Computron, Inc.)

Representations and Warranties; Performance. All The representations and warranties of Buyer Seller contained in this Agreement shall have been true and correct, correct in all material respects, respects when made and shall be true and correct, correct in all material respects, respects at and as of the ClosingClosing as if made on such time, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, obligations required by this Agreement to be performed or complied with or satisfied by Buyer at Seller on or prior to the ClosingClosing Date.

Appears in 1 contract

Samples: Real Estate Purchase

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Representations and Warranties; Performance. All representations and warranties of Buyer seller contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.

Appears in 1 contract

Samples: Split­off Agreement (Venture Vanadium Inc.)

Representations and Warranties; Performance. All representations and warranties of each Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Buyers shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer the Buyers at or prior to the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Ekso Bionics Holdings, Inc.)

Representations and Warranties; Performance. All Each of the representations and warranties of made by Buyer contained in this Agreement shall have been herein will be true and correct, correct in all material respects, when made and shall be true and correct, in all material respects, at and respects as of the Closing, Closing with the same effect as though such representations and warranties were made at and as of the Closing. that time except for changes contemplated, permitted, or required by this Agreement; Buyer shall will have performed and complied with all covenants agreements, covenants, and agreements and satisfied all conditions, in all material respects, conditions required by this Agreement to be performed or and complied with or satisfied by Buyer at or it prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Praegitzer Industries Inc)

Representations and Warranties; Performance. All representations and warranties of Buyer Seller and each of the Subsidiaries contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, Closing with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller and the Subsidiaries shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer them at or prior to the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Atlantic Wine Agencies Inc)

Representations and Warranties; Performance. All Each of the representations and warranties of made by Buyer contained in this Agreement shall have been herein will be true and correct, correct in all material respects, when made and shall be true and correct, in all material respects, at and respects as of the Closing, Closing with the same effect as though such representations and warranties were made at that time except for changes contemplated, permitted, or required by this Agreement and as of the Closing. Buyer shall will have performed and complied with all covenants agreements, covenants, and agreements and satisfied all conditions, in all material respects, conditions required by this Agreement to be performed or and complied with or satisfied by Buyer at or it prior to the Closing.

Appears in 1 contract

Samples: Real Estate Purchase Agreement (Evergreen Energy Inc)

Representations and Warranties; Performance. All representations and warranties of Buyer Buyers contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Buyers and Buzz Kill shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer Buyers or Buzz Kill at or prior to the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Eastern Resources, Inc.)

Representations and Warranties; Performance. All representations and warranties of Buyer Buyers and the LLC contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Buyers and LLC shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer Buyers and LLC at or prior to the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Modigene Inc.)

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