Common use of Accuracy of Representations and Warranties and Compliance with Obligations Clause in Contracts

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Fennxxx Xxxpanies contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each of the Fennxxx Xxxpanies and the Shareholders shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Effective Time. Each of the Fennxxx Xxxpanies shall have delivered to the Republic Companies a certificate, dated as of the Effective Time, duly signed (in the case of each of the Fennxxx Xxxpanies, by its Chief Executive Officer and Chief Financial Officer), certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Fennxxx Xxxpanies Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant on any schedule to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each of the Fennxxx Xxxpanies Companies and the Shareholders shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Effective TimeClosing Date. Each of the Fennxxx Xxxpanies Companies and the Shareholders shall have delivered to the Republic Companies a certificateKellxxxxx x xertificate, dated as of the Effective TimeClosing Date, duly signed (in the case of each of the Fennxxx XxxpaniesCompanies, by its Chief Executive Officer and Chief Financial OfficerPresident), certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been performed and complied with in all material respectsand performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Fennxxx Xxxpanies Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each of the Fennxxx Duncxx Xxxpanies and the Shareholders shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Effective Time. Each of the Fennxxx Duncxx Xxxpanies and the Shareholders shall have delivered to the Republic Companies a certificate, dated as of the Effective Time, duly signed (in the case of each of the Fennxxx Duncxx Xxxpanies, by its Chief Executive Officer and Chief Financial Officer), certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with in all material respectswith.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Fennxxx Xxxpanies Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each of the Fennxxx Schaxxxxx Xxxpanies and the Shareholders shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Effective Time. Each of the Fennxxx Schaxxxxx Xxxpanies and the Shareholders shall have delivered to the Republic Companies a certificate, dated as of the Effective Time, duly signed (in the case of each of the Fennxxx Schaxxxxx Xxxpanies, by its Chief Executive Officer and Chief Financial Officer), certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been performed and complied with in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Fennxxx Xxxpanies Shareholders and the Corporation contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time Closing Date with the same force and effect as though made at and as of that time the Closing Date except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, and (iii) those representations and warranties which by their terms are qualified by materiality or Material Adverse Effect shall be true in all respects. Each of the Fennxxx Xxxpanies Shareholders and the Shareholders Corporation shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Effective TimeClosing Date. Each of The Shareholders and the Fennxxx Xxxpanies Corporation shall have delivered to the Republic Companies Buyer a certificate, dated as of the Effective Time, duly Closing Date and signed (in the case of by each of the Fennxxx Xxxpanies, by its Chief Executive Officer and Chief Financial Officer)Shareholder, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with in all material respectsthe foregoing (the “Section 8.1 Certificate”).

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Fennxxx Xxxpanies Company and the Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant on any schedule to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Each of the Fennxxx Xxxpanies The Company and the Shareholders shall have performed and complied in all material respects respects, with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Effective TimeClosing Date. Each of The Company and the Fennxxx Xxxpanies Shareholders shall have delivered to the Republic AVS Companies a certificate, dated as of the Effective TimeClosing Date, duly signed by each of the Shareholders and the Company (in the case of each of the Fennxxx XxxpaniesCompany, by its Chief Executive Officer and Chief Financial OfficerPresident), certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with in all material respectsand performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Fennxxx Xxxpanies AVS Companies contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each of the Fennxxx Xxxpanies and the Shareholders AVS Companies shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Effective TimeClosing Date. Each of the Fennxxx Xxxpanies AVS Companies shall have delivered to the Republic Companies Company and the Shareholders a certificate, dated as of the Effective TimeDate, duly and signed (in the case of each of the Fennxxx Xxxpanies, by its Chief Executive Officer and Chief Financial Officer)an executive officer, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been performed and complied with in all material respectsand performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Fennxxx Xxxpanies Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant on any schedule to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Each The Shareholders and each of the Fennxxx Xxxpanies and the Shareholders Companies shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Effective Time. Each of The Companies and the Fennxxx Xxxpanies Shareholders shall have delivered to the Republic AVS Companies a certificate, dated as of the Effective TimeDate, duly signed by the Shareholders and each of the Companies (in the case of each of the Fennxxx XxxpaniesCompanies, by its Chief Executive Officer and Chief Financial OfficerPresident), certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with in all material respectsand performed.