Representations and Warranties True; Performance of Obligations Sample Clauses

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.
Representations and Warranties True; Performance of Obligations. Each of the representations and warranties of the Company contained in this Agreement that is qualified as to materiality or Material Adverse Effect shall be true and correct, and each of the representations and warranties of the Company contained in this Agreement that is not so qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects, in each case as of the Closing Date (except for those representations and warranties which address matters only as of a particular date, which shall be true and correct, or true and correct in all material respects, as the case may be, as of such date). The Company shall have performed in all material respects all agreements, obligations, covenants and conditions herein required to be performed or observed by it on or prior to the Closing Date.
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all materials respects as of the First Closing Date with the same force and effect as if they had been made on and as of the First Closing Date, except (A) for changes contemplated by this Agreement, (B) for those representations and warranties which address matters only as of a particular date (which representation and warranties shall be true and correct in all material represents as of such particular date) and (C) all Material Adverse Effect qualifications and other qualifications based on the word "material" or similar phrases contained in such representations and warranties shall be disregarded. The Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the First Closing Date.
Representations and Warranties True; Performance of Obligations. The representations and warranties made by Chancellor in Sections 3 and 4 hereof shall be true and correct in all material respects at the Closing with the same force and effect as if they had been made on and as of said date and Chancellor shall have performed and complied in all material respect with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing, and a certificate duly executed by an officer of Chancellor, to the effect of the foregoing, shall have been delivered to PriceSmart.
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall be true and correct in all material respects (or, where the representation and warranty itself is qualified by materiality, it shall be true and correct in all respects) on the Closing Date with the same force and effect as if they had been made on and as of said date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing, including, but not limited to, those obligations and conditions set forth in Sections 4.1(c), 4.1(f), 4.1(g), 4.1(h), and 4.1(i), and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchasers. The delivery of such certificate shall evidence the satisfaction of the conditions set forth in this Section 4.1.
Representations and Warranties True; Performance of Obligations. The representations and warranties made by DPM in Section 4 hereof shall be true and correct in all material respects on the dates of the IPO Closing and the Milestone Closing, as applicable, with the same force and effect as if they had been made on and as of said dates; provided, however, that the representations and warranties shall be modified as required to reflect changes occurring between the date hereof and the date of the IPO Closing or Milestone Closing, as applicable; provided, further, that, in the event that any modification to the representations and warranties necessary to make the representations and warranties true and correct in all material respects on the dates of the IPO Closing and the Milestone Closing shall be indicative of a material adverse change in the ability of DPM to consummate the transactions contemplated hereby, the condition to closing set forth in this Section 5.2(a) shall be deemed to be unsatisfied and SIGNAL shall have no obligation to issue and sell the IPO Shares or the Milestone Shares, as the case may be. DPM shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the IPO Closing or the Milestone Closing, as applicable. A certificate duly executed by an officer of DPM, to the effect of the foregoing, shall be delivered to SIGNAL on the IPO Closing or the Milestone Closing, as applicable.
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 (except for Section 3.5 and 3.7) and the representations and warranties which are incorporated by reference from the Underwriting Agreement shall be true and correct as of the Closing, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and shall have delivered an officer's certificate as to the matters set forth in this Section 5.1(b).
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 6 hereof shall be true and correct in all material respects, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it.
Representations and Warranties True; Performance of Obligations. The representations and warranties made by Stokes Ellis and JEL in this Agreement shall be true, correct and complete in all material respects on and as of the Closing Date with the same force and effect as if they had been made on and as of said date; and Stokes Ellis and Lewis shall have in all material respects performed all of the obligations and complied with each and all of the covenants required to be performed or complied with by them on or prior to the Closing Date.