Representations, Warranties and Covenants of Seller and Shareholder. The representations and warranties of Seller and Shareholder contained in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, the covenants and agreements of Seller and Shareholder to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed on or before such date, and Buyer shall have received at the Closing a certificate to that effect dated the Closing Date and validly executed on behalf of Seller and Shareholder.
Representations, Warranties and Covenants of Seller and Shareholder. Seller and Shareholder, jointly and severally, represent and warrant to Buyer as of the date of this Agreement as follows and covenant that from the date of this Agreement until the Closing Date, that they will not perform any act or permit any action to be taken or condition to exist which would make any of the following representations and warranties untrue in any respect, and confirm that Buyer is relying upon the accuracy of each representation and warranty in connection with the purchase of the Business as a going concern and completion of the transactions contemplated by this Agreement:
Representations, Warranties and Covenants of Seller and Shareholder. All representations and warranties made in this Agreement by the Seller and the Shareholders shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and, as of the Closing Date, neither the Seller nor the Shareholders shall have violated or shall have failed to perform in accordance with any covenant contained in this Agreement.
Representations, Warranties and Covenants of Seller and Shareholder. As a material inducement to Buyer to enter into this Agreement and to proceed through Closing ("Close") hereunder, Seller and Shareholder hereby make the following representations, warranties and covenants to Buyer as of the date of this Agreement and as of the Closing Date, all of which shall survive Closing hereunder. Unless the context clearly indicates otherwise, all exhibits shall be delivered on or before fifteen (15) business days prior to the Closing and all such representations and warranties shall be true both as of the date of this Agreement and as of the Closing Date. Any and all reference to Seller's or Shareholder's "knowledge" including, without limitation, any and all references to "the best of__________'s knowledge" shall mean, for both, the actual (not legal or constructive) knowledge of Xxxxxx X. May only, without any duty to investigate (knowledge does not include "should have known").
Representations, Warranties and Covenants of Seller and Shareholder. Except as otherwise specifically disclosed by Seller to Buyer in a written memorandum making reference to this Agreement, Seller and Shareholder hereby jointly and severally represent, warrant, and covenant the following (the truth, accuracy, and performance of each of which shall constitute a condition precedent to Buyer's obligations hereunder):
