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

Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects on the Closing Date, as though made on and as of the Closing Date, and Buyer shall have performed in all material respects or complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing, except (a) to the extent of changes or developments permitted by the terms of the Agreement and (b) for representations and warranties that speak as of a specific date or time (which need be true and correct only as of such date or time); and Buyer shall have delivered to Parent a certificate dated the Closing Date and signed by an officer of Buyer in the officer’s capacity as such confirming the foregoing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Paperweight Development Corp), Stock Purchase Agreement (Paperweight Development Corp)

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Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Buyer set forth made in this Agreement shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date, Date as though made on and as of the Closing Date, and Buyer shall have performed in all material respects or complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing, except (a) to the extent of changes or developments permitted by the terms of the Agreement and (b) for representations and warranties that speak as of a specific date or time (which need be true and correct only as of such date or time)) and (b) for breaches of such representations and warranties and obligations and covenants (i) arising as a result of Transaction Developments, or (ii) that have been cured; and Buyer shall have delivered to Parent Seller a certificate dated the Closing Date and signed by an officer of Buyer in the officer’s capacity as such confirming the foregoingforegoing to the best of such officer’s knowledge.

Appears in 1 contract

Samples: Merger and Purchase Agreement (Andersons Inc)

Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Buyer set forth made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, and Buyer shall have performed in all material respects or complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing, except (a) to the extent of changes or developments permitted by the terms of the Agreement and (b) for representations and warranties that speak as of a specific date or time (which need only be true and correct only as of such date or time)) and (b) for breaches that have been cured; and Buyer shall have delivered to Parent a certificate dated the Closing Date and signed by an officer of Buyer in the officer’s 's capacity as such confirming the foregoingforegoing to the best of such officer's knowledge.

Appears in 1 contract

Samples: Purchase Agreement (Black & Decker Corp)

Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Buyer set forth made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, and Buyer shall have performed in all material respects or complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing, except (a) to the extent of changes or developments permitted by the terms of the Agreement and (b) for representations and warranties that speak as of a specific date or time (which need only be true and correct only as of such date or time)) and (b) for breaches that have been cured; and Buyer shall have delivered to Parent a certificate dated the Closing Date and signed by an officer of Buyer in the officer’s capacity as such confirming the foregoingforegoing to the best of such officer’s knowledge.

Appears in 1 contract

Samples: Purchase Agreement (Pentair Inc)

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Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Buyer set forth Seller made in this Agreement shall be true and correct in all material respects on the Closing Date, as though made on and as of the Closing Date, and Buyer Seller shall have performed in all material respects or complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by Buyer Seller by the time of the Closing, except (a) to the extent of changes or developments permitted by the terms of the Agreement and (b) for representations and warranties that speak as of a specific date or time (which need be true and correct only as of such date or time)) and (b) for breaches of such representations and warranties and obligations and covenants (i) arising as a result of Transaction Developments, or (ii) that have been cured; and Buyer Seller shall have delivered to Parent Buyer a certificate dated the Closing Date and signed by an officer of Buyer Seller in the officer’s capacity as such confirming the foregoingforegoing to the best of such officer’s knowledge.

Appears in 1 contract

Samples: Merger and Purchase Agreement (Andersons Inc)

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