Accuracy of Representations and Warranties; Compliance with Obligations. The representations and warranties of the Sellers and Seller 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 Members and Seller shall have performed and complied with all of their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date, including those obligations set forth in Article 7 herein. The Members and Seller shall have delivered to Purchaser a certificate, dated as of the Closing Date, duly signed, certifying that all such obligations have been performed and complied with.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Skylynx Communications Inc), Asset Purchase Agreement (Skylynx Communications Inc)
Accuracy of Representations and Warranties; Compliance with Obligations. The representations and warranties of the Sellers and Seller contained in Article V of 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 Members Shareholders and Seller shall have performed and complied with all of their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date, including those obligations set forth in Article 7 herein. The Members Shareholders and Seller shall have delivered to Purchaser a certificate, dated as of the Closing Date, duly signedsigned by an executive officer of Seller, certifying that all such obligations have been performed and complied with.
Appears in 1 contract
Samples: Asset Purchase Agreement (Skylynx Communications Inc)
Accuracy of Representations and Warranties; Compliance with Obligations. The representations and warranties of the Sellers Members and Seller 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 Members and Seller shall have performed and complied with all of their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date, including those obligations set forth in Article 7 herein. The Members and Seller shall have delivered to Purchaser and SkyLynx a certificate, dated as of the Closing Date, duly signed, certifying that all such obligations have been performed and complied with.
Appears in 1 contract
Samples: Asset Purchase Agreement (Skylynx Communications Inc)
Accuracy of Representations and Warranties; Compliance with Obligations. The representations and warranties of the Sellers and Seller 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 Members Shareholders and Seller shall have performed and complied with all of their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date, including those obligations set forth in Article 7 herein. The Members Shareholders and Seller shall have delivered to Purchaser a certificate, dated as of the Closing Date, duly signed, certifying that all such obligations have been performed and complied with.
Appears in 1 contract
Samples: Asset Purchase Agreement (Skylynx Communications Inc)