Representations and Warranties True and Correct; Obligations Performed Sample Clauses

Representations and Warranties True and Correct; Obligations Performed. The representations and warranties of Seller and RDA contained in Sections 3.1(a), 3.1(c) (other than the last sentence of Section 3.1(c)) and in Section 3.1(f)(i) (but solely as to the Intellectual Property listed on Schedule 5.3(c)) shall be true and correct as of the Closing Date, as if they were made on and as of such date; and the representations and warranties made in the last sentence of Section 3.1(c), in Section 3.1(d), and in Section 3.1(f)(i) with respect to the Intellectual Property not listed on Schedule 5.3(c) and Section 3.1(f)(ii) with respect to all of the Intellectual Property shall be true and correct as of the Closing Date, as if they were made on and as of such date, except as would not have a material adverse effect on the Acquired Assets or Buyer’s ownership or use of the Acquired Assets in its business in a manner for which indemnification by the Seller and RDA under Section 6.3 hereof would not be a sufficient remedy to Buyer.
Sample 1
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Related to Representations and Warranties True and Correct; Obligations Performed

  • 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; 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.

  • Representations and Warranties Correct; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and shall be true and correct on the date of the Closing with the same force and effect as if they had been made on and as of said date, subject to changes contemplated by this Addendum; and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at or prior to the Closing.

  • Representations and Warranties; Performance of Obligations All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to METALS certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

  • Representations and Warranties; No Defaults The following statements shall be true on the date of such Loan or Issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof:

  • Representations and Warranties; No Default On the Amendment Effective Date, after giving effect to the amendment of the Loan and Security Agreement contemplated hereby:

  • REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:

  • Representations and Warranties of Borrowers Each Borrower represents and warrants to the Agent and the Lenders as follows:

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Representations and Warranties of Borrower Borrower represents and warrants as follows:

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