Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Seller and Xx. Xxxxxx contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Seller and Xx. Xxxxxx shall have performed in all respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Clearview Cinema Group Inc), Asset Purchase Agreement (Clearview Cinema Group Inc)
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Seller Seller, CJM and Xx. Xxxxxx contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Seller Seller, CJM and Xx. Xxxxxx shall have performed in all respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Seller Transferor and Xx. Xxxxxx contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Seller Transferor and Xx. Xxxxxx shall have performed in all respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Clearview Cinema Group Inc)