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 Company and the Shareholders contained in this Agreement shall be true and correct at and as of the 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. The Company and the Shareholders shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company and the Shareholders shall have delivered to MTLM a certificate, dated as of the Closing Date, duly signed (in the case of the Company by its chief executive officer and chief financial officer) stating that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 2 contracts

Samples: Merger Agreement (Metal Management Inc), Merger Agreement (Metal Management Inc)

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Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders contained in this Agreement shall be true and correct at and as of the 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. The Company and the Shareholders shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company and the Shareholders shall have delivered to MTLM a certificate, dated as of the Closing Date, duly signed (in the case of the Company by its respective chief executive officer and chief financial officer) ), stating that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Merger Agreement (Metal Management Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders Members contained in this Agreement shall be true and correct at and as of the 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. The Company Proler and the Shareholders Members shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company Proler and the Shareholders Members shall have delivered to MTLM a certificate, dated as of the Closing Date, duly signed (in the case of the Company Proler by its chief executive officer and chief financial officer) Managers), stating that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Purchase Agreement (Metal Management Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the 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. The Company Each of the Company, Reserve and the Shareholders shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company and Each of the Shareholders shall have delivered to MTLM a certificate, dated as of the Closing Date, duly signed (in the case of the Company by its chief executive officer and chief financial officer) signed, stating that such representations and warranties are true and correct in all material respects and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Purchase Agreement (Metal Management Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company Companies and the Shareholders Shareholder contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except 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. The Company Each of the Companies and the Shareholders Shareholder shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company Each of the Companies and the Shareholders Shareholder shall have delivered to MTLM a certificate, dated as of the Closing Date, duly signed (in the case of each of the Company Companies by its their respective chief executive officer and chief financial officer) ), stating that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metal Management Inc)

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Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company MTLM and the Shareholders Mergeco contained in this Agreement shall be true and correct at and as of the 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. The Company Each of MTLM and the Shareholders Mergeco shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company Each of MTLM and the Shareholders Mergeco shall have delivered to MTLM the Shareholders a certificate, dated as of the Closing Date, duly and signed by an executive officer (in the case of the Company MTLM by its chief executive officer respective chairman and chief financial officer) stating ), certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Merger Agreement (Metal Management Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders MTLM Companies contained in this Agreement shall be true and correct at and as of the Closing Date 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. The Company and Each of the Shareholders MTLM Companies shall have performed and complied with all of their respective its obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. The Company and Each of the Shareholders MTLM Companies shall have delivered to MTLM the HouTex Shareholders a certificate, dated as of the Closing DateEffective Time, duly and signed (in the case of the Company by its chief an executive officer and chief financial officer) stating , certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Merger Agreement (Metal Management Inc)

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