Common use of Accuracy of Representations and Warranties and Performance of Obligations Clause in Contracts

Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. Buyer shall deliver to Seller at the Closing a certificate of the President of Buyer certifying that the conditions stated in this Section 8.1 have been fulfilled.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mt Ultimate Healthcare Corp)

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Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. Buyer shall deliver to Seller at the Closing a certificate of the President an officer of Buyer certifying that the conditions stated in this Section 8.1 7.1 have been fulfilled.

Appears in 1 contract

Samples: Stock Purchase Agreement (CSK Auto Corp)

Accuracy of Representations and Warranties and Performance of Obligations. All (a) The representations and warranties made by of the Buyer set forth in this Agreement shall will be true and correct in all material respectsrespects taken as a whole (without regard to any materiality, material adverse effect or similar qualification contained therein) as of the Closing Date as though made on and as of the Closing Date (except for those to the extent such representations and warranties that are qualified speak as to materiality of an earlier date), other than any Buyer Authorization Representations, which shall be true and correct in all respects, on and as of (b) the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. The Buyer shall deliver to Seller Parent at the Closing a certificate of an officer of the President of Buyer certifying that the conditions stated in this Section 8.1 have been fulfilled.

Appears in 1 contract

Samples: Escrow Agreement (Esco Technologies Inc)

Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. Buyer shall deliver to Seller the Company at the Closing a certificate of the President of Buyer certifying that the conditions stated in this Section 8.1 7.1 have been fulfilled.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pax Clean Energy, Inc.)

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Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. Buyer shall deliver to Seller Sellers at the Closing a certificate of the President of Buyer certifying that the conditions stated in this Section 8.1 have been fulfilled.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Choice Healthcare Solutions, Inc.)

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