Representations, Performance, etc Clause Samples
The 'Representations, Performance, etc' clause sets out the statements and assurances each party makes regarding their authority, ability, and intent to fulfill the contract. It typically requires parties to confirm that they have the legal right to enter into the agreement, that all information provided is accurate, and that they will perform their obligations as specified. This clause helps ensure that both sides are entering the contract in good faith and with the necessary capacity, reducing the risk of disputes over misrepresentation or non-performance.
Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Collateral Agreements (i) 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 at and as of such time. Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the Collateral Agreements to be performed or complied with by it prior to or on the Closing Date. Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.
Representations, Performance, etc. Each of the representations and warranties of Buyer 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. Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.
Representations, Performance, etc. The representations and warranties of the Company contained herein and in the Ancillary Agreements to which the Company is a party 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 at and as of each Closing Date with the same effect as though made on and as of such Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Purchasers shall have received a certificate signed by an officer of the Company to such effect.
Representations, Performance, etc. The Company shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Collateral Agreements to be performed or complied with by it prior to or on the Closing Date. The Company shall have delivered to Transferor a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.
Representations, Performance, etc. The representations and warranties of the Purchaser contained in Section 2.3 that are not conditioned as to materiality 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 the Closing Date, except as modified by transactions permitted by this Agreement, and all representations and warranties of the Purchaser that are so qualified as to materiality shall be true and correct at and as of the Closing Date with the same effect as though made at and as of the Closing Date. The Purchaser shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing Date. The Purchaser shall have delivered to ▇▇▇▇ a certificate of the Purchaser signed by a senior officer of the Purchaser familiar with the transactions contemplated by this Agreement, dated the Closing Date, to the effect set forth above in this Section 4.2.1.
Representations, Performance, etc. (a) The representations and warranties of each Selling Shareholder contained in Section 2 (i) shall be true and correct in all material respects at and as of the date it first becomes a party to this Agreement, and (ii) shall be repeated and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date except, in the cases of each of clauses (i) and (ii), as would not reasonably be expected to prevent or materially impair or delay the ability of such Selling Shareholder to sell its Shares and otherwise fulfill its obligations under this Agreement.
(b) Each Selling Shareholder 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 such Selling Shareholder prior to or on the Closing Date, except as would not reasonably be expected to prevent or materially impair or delay the ability of such Selling Shareholder to sell its Shares and otherwise fulfill its obligations under this Agreement.
Representations, Performance, etc. The representations and warranties of the Seller contained in this Agreement or in any certificate or document delivered in connection herewith that are not conditioned as to materiality shall be true and correct when made and 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 the Closing Date, except as modified by transactions permitted by this Agreement, and all representations and warranties of the Seller that are so qualified as to materiality shall be true and correct when made and at and as of the Closing Date with the same effect as though made at and as of the Closing Date. The Seller shall have duly performed and complied with all agreements and covenants required by this Agreement or in any other agreement, instrument or document contemplated hereby to be performed or complied with by the Seller prior to or at the Closing Date. The Seller shall have delivered to the Purchaser a certificate signed by an executive officer of the Seller familiar with the transactions contemplated by this Agreement, dated the Closing Date, to the effect set forth above in this SECTION 4.1.1.
Representations, Performance, etc. The representations and warranties of the Company and ▇▇▇▇ contained in Sections 2.1 and 2.2 that are not conditioned as to materiality 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 the Closing Date, except as modified by transactions permitted by this Agreement, and all representations and warranties of the Company and ▇▇▇▇ that are so qualified as to materiality shall be true and correct at and as of the Closing Date with the same effect as though made at and as of the Closing Date. The Company and ▇▇▇▇ shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. ▇▇▇▇ shall have delivered to the Purchaser a certificate of ▇▇▇▇ signed by a senior officer of each of ▇▇▇▇ and the Company familiar with the transactions contemplated by this Agreement.
Representations, Performance, etc. (a) The representations and warranties of the Purchaser contained in Section 3 (i) shall be true and correct in all material respects at and as of the date hereof and
(ii) shall be repeated and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made at and as of such time, except in the cases of each of clauses (i) and (ii), as would not reasonably be expected to prevent or materially impair or delay the ability of the Purchaser to purchase the Shares and otherwise fulfill its obligations under this Agreement in all material respects.
(b) The Purchaser 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 it prior to or on the Closing Date, except as would not reasonably be expected to prevent or materially impair or delay the ability of the Purchaser to purchase the Shares and otherwise fulfill its obligations under this Agreement.
Representations, Performance, etc. The representations and warranties of each of Parent and Sub contained in ARTICLE II 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 such time. Each of Parent and Sub shall have duly performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. Parent shall have delivered to the Company an officer's certificate signed on behalf of Parent dated the Closing Date to the effect set forth above in this Section 5.2.1.