Accuracy of Representations and Compliance with Covenants. The representations and warranties of the parties made in or pursuant to this Agreement shall be true and correct at the Closing with the same force and affect as if made at and as of the Time of Closing; the covenants contained in this Agreement to be performed by the parties at or prior to the Time of Closing shall have been performed; the parties shall not be in breach of any agreement on their part contained in this Agreement; and shall have received certificates confirming the foregoing, signed by the parties by whom such representation is made.
Accuracy of Representations and Compliance with Covenants. The representations and warranties of the Jasc Stockholders and of the Corporation made in or pursuant to this Agreement will be true and correct in all material respects (except for any representations and warranties which are qualified by materiality in Article 3, which representations and warranties will be strictly true and correct) at the Time of Closing with the same force and effect as if made at and as of the Time of Closing; the covenants contained in this Agreement to be performed by the Jasc Stockholders or the Corporation at or prior to the Time of Closing will have been performed in all material respects; neither the Jasc Stockholders nor the Corporation will be in breach of any agreement on its part contained in this Agreement; and the Merger Subsidiary and Corel will have received a certificate confirming the foregoing, signed for and on behalf of each Jasc Stockholder and the Corporation (and, in the case of the Corporation or of a Jasc Stockholder which is an Entity, by senior officers or directors or other persons acceptable to the Merger Subsidiary), in the form attached as Schedule 4.1.1.
Accuracy of Representations and Compliance with Covenants. The representations and warranties made by the Holder in this Agreement shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on the Closing Date (except those qualified by materiality or Material Adverse Effect, which shall be accurate in all respects), and the covenants and obligations that the Holder is required to comply with or to perform pursuant to this Agreement at or prior to the Closing shall have been complied with and performed in all respects. NGAS shall have received a certificate, executed by an authorized officer of the Holder, dated as of the Closing Date, to the foregoing effect.
Accuracy of Representations and Compliance with Covenants. The representations and warranties made by each of the Sellers in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made as of the date of this Agreement (except for changes therein permitted by this Agreement), and each of the Sellers shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by each of the Sellers prior to or at the Closing.
Accuracy of Representations and Compliance with Covenants. The representations and warranties made by ADE in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the date of this Agreement, and ADE shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by ADE prior to or at the Closing.
Accuracy of Representations and Compliance with Covenants. (a) All representations and warranties of Buyer contained in this Agreement, the Ancillary Documents to which it is a party, the Sysorex Disclosure Schedule and all other certificates, agreements or other documents executed and delivered by Buyer pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing Date except for representations and warranties which address matters only as of a particular date (which shall remain true and correct in all material respects as of such date) and except to the extent that such representations and warranties contain a materiality or Material Adverse Effect qualifier, in which case such representations and warranties shall be true and correct in all respects, and, except as may be otherwise disclosed to Seller, shall be accurate as of the Closing; and
(b) As of the Closing, Buyer shall have performed and complied in all material respects with all covenants and agreements and satisfied all conditions required to be performed and complied with by any of them at or before such time by this Agreement.
Accuracy of Representations and Compliance with Covenants. All representations and warranties of Buyer contained in this Agreement, the Ancillary Documents to which it is a party, the Orbit Disclosure Schedule and all other certificates, agreements or other documents executed and delivered by Buyer pursuant to this Agreement, shall be accurate when made and shall be accurate as of the Effective Date; and (b) As of the Closing, Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by any of them at or before such time by this Agreement.
