Representations, Performance Sample Clauses
The 'Representations, Performance' clause defines the assurances or statements made by a party regarding their ability to fulfill contractual obligations and the standards to which their performance will be held. It typically requires each party to confirm that they have the authority, capacity, and resources necessary to perform under the agreement, and that their actions will meet specified quality or legal standards. This clause serves to provide confidence to both parties that commitments will be met as promised, reducing the risk of disputes over capability or performance quality.
POPULAR SAMPLE Copied 1 times
Representations, Performance. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects at and as of the date hereof, and shall be repeated and shall be true and correct in all respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date.
Representations, Performance. If the Closing Date is not the date hereof, the representations and warranties contained in Article 2 hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of the Closing Date with the same effect as though made at and as of the Closing Date, except as affected by the transactions contemplated hereby; the Sellers and the Company shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
Representations, Performance. The representations and warranties of Transferor contained in this Agreements and in the Collateral Agreements shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on and as of the Closing Date. Transferor shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to be performed or complied with by it prior to or on the Closing Date. Transferor shall have delivered to the Company a certificate, dated the Closing Date and signed by its duly authorized officers, to the foregoing effect.
Representations, Performance. If the Closing Date is not the date hereof, the representations and warranties contained in Section 3.1 hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of the Closing Date with the same effect as though made at and as of the Closing Date, except as affected by the transactions contemplated hereby; LCLL shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
Representations, Performance. Each of the representations and warranties of Seller contained in this Agreement that is qualified as to materiality shall be true and correct and each such representation and warranty that is not so qualified shall be true and correct in all material respects in each case on the date hereof and at and as of the Closing Date as though made on and as of the Closing Date. Seller shall have duly performed and complied in all material respects with all agreements and conditions required by the Agreement to be performed or complied with by it prior to or on the Closing Date. Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.
Representations, Performance. As of the Closing, the representations and warranties contained in this Agreement shall be true at and as of the date hereof and shall be repeated and shall be true at and as of the Closing with the same effect as though made at and as of the Closing.
Representations, Performance. (i) The representations and warranties of Buyer set forth in Section 3.1 (Organization), Section 3.2(a) (Corporate and Governmental Authorization), Section 3.7 (Finders’ Fees) and Section 3.8 (Bankruptcy Court Orders) shall be true and correct in all respects (other than de minimis exceptions) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) each of the remaining representations and warranties of Buyer set forth in this Agreement or any Ancillary Agreement or in any schedule, certificate or other document delivered pursuant hereto or thereto shall be true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except where the failure of any such representations and warranties to be true and correct has not had a Buyer Material Adverse Effect. The DIP Order and the Bankruptcy Court Order (i) have been entered and the applicable time for appeal has expired with no such appeal having been filed, and (ii) remain in full force and effect, without any modifications that would be adverse to Seller except any such modifications as to which Seller has provided its written consent. Buyer shall have, in all material respects, duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Buyer at or prior to the Closing.
Representations, Performance. The representations and warranties contained in Article II of this Agreement shall be true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such time (provided that the representations and warranties contained in Section 3.1 shall be true and correct in all respects at and as of such times). The Selling Stockholders shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Selling Stockholders at or prior to the Closing.
Representations, Performance. The representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such time. The Company and Holdings shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Company and Holdings at or prior to the Closing.
Representations, Performance. If the Closing Date is not the date hereof, the representations and warranties contained in Section 3.1 hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of the Closing Date with the same effect as though made at and as of the Closing Date, except as affected by the transactions contemplated hereby; AMRES Holding shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; and AMRES Holding shall have delivered to AMRES a certificate dated as of the Closing Date, and signed by its Chief Executive Officer, President, and Secretary to the effect set forth above in this section.