REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS Sample Clauses

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies and the Stockholders contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies and the Stockholder required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholders, to the effect that the conditions set forth in the two preceding sentences have been satisfied.
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REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company, the Stockholder and Xx. Xxxxx contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Company, the Stockholder and Xx. Xxxxx required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all respects as of the Closing. At the Closing, UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and Xx. Xxxxx, to the effect that the conditions set forth in the two preceding sentences have been satisfied.
REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of BPI and the BP Selling Entities contained in this Agreement or in any other Transaction Document to which any of them is a party shall be true and correct in all material respects on and as of the date of this Agreement and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects at and as of the Closing, except for representations and warranties that speak as of a specific date or time other than the Closing (which need only be true and correct in all material respects as of such date or time); provided, however, that if any portion of such representation or warranty is subject to any materiality qualification (including qualifications indicating accuracy in all material respects) or “Material Adverse Effect” qualification for purposes of determining whether this condition has been satisfied, such portion of such representation or warranty as so qualified shall be true and correct in all respects. Each of the obligations of BPI and the BP Selling Entities required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with by each of them in all material respects as of the Closing. At the Closing, Intcomex shall have received certificates, dated the Closing Date and duly executed by an executive officer of BPI and each of the BP Selling Entities to the effect that the conditions set forth in the preceding two sentences has been satisfied.
REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. The representations and warranties of Buyer set forth herein shall be true and correct both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or another similar qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby. Each of the obligations of Buyer required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, Parent and the Member shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Buyer to the effect that the condition set forth in the preceding two sentences has been satisfied.
REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, and each of the obligations of Buyer required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied within all material respects as of the Closing.
REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of Buyer required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with in all respects as of the Closing. At the Closing, Seller shall have received a certificate, dated the Closing Date and duly executed by the chief financial officer of Buyer, to the effect that the conditions set forth in the preceding two (2) sentences have been satisfied.
REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of Seller shall be true and correct in all material respects on the date made and shall be true and correct in all material respects as of the Closing. Each of the obligations of Seller required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, Apollo Production shall receive a certificate, dated the Closing Date and duly executed by Seller to the effect that the conditions set forth in this Section 5.1(a) have been satisfied except as specified in such certificate.
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REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Seller contained in this Agreement shall be true and correct on the date made and shall be true and correct in all material respects as of the Closing. Each of the obligations of the Company, each JAG Subsidiary and the Stockholder required by this Agreement to be performed by them at or prior to the
REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of Seller contained in this Agreement that are qualified as to materiality or by reference to another similar materiality qualification shall be true and correct as of the date of this Agreement and as of the Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), and such representations and warranties of Seller that are not so qualified shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). Each of the obligations of Seller required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with by it in all material respects as of the Closing. At the Closing, Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Seller on behalf of Seller, to the effect that the conditions set forth in the two preceding sentences have been satisfied.
REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company or the Member contained in Sections 2.1(a) (first and last sentences only) (Organization and Good Standing), 2.2 (Capitalization), 2.3 (Authority, Approvals, Enforceability and Consents), 2.4 (Financial Statements), 2.5 (Absence of Undisclosed Liabilities), 2.6(a)(i) (Absence of Certain Changes), 2.18 (Brokers), 2.19 (Title to Assets) 3.1 (Ownership of Membership Interests; Title), and 3.2 (Capacity, Enforceability and Consents) of this Agreement that are qualified as to materiality or by reference to Material Adverse Effect or another similar materiality qualification shall be true and correct, and such representations and warranties of the Company or the Member that are not so qualified shall be true and correct in all material respects, in each case both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date). Subject to the right to cure provided in Section 8.1(b), all of the other representations and warranties of the Company and the Member set forth herein shall be true and correct both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the obligations of the Company and the Member required by this Agreement to be performed by one or more of them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer or manager of the Member to the effect that the conditions set forth in the three preceding sentences have been satisfied.
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