Buyer covenants, representations and warranties. On, as of the Effective Date, and upon Delivery, Buyer hereby represents and warrants to Seller as follows:
Buyer covenants, representations and warranties. On and as of the Effective Date, Buyer hereby represents and warrants to Seller as follows: Buyer has, and at all times during the Term of the Agreement will have, all necessary power and authority to execute, deliver and perform its obligations hereunder; The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action and does not violate any of the terms or conditions of Buyer's governing documents, or any contract to which it is a party, or any law, rule, regulation, order, judgment or other legal or regulatory determination applicable to Buyer; and There is no pending or (to Buyer's knowledge) threatened litigation or administrative proceeding that materially adversely affects Buyer's ability to perform its obligations under this Agreement.
Buyer covenants, representations and warranties. (i) Buyer shall have performed in all material respects all of its covenants and obligations in this Agreement required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct in all material respects (or in all respects, to the extent any such representation and warranty is already qualified by materiality) as of the Closing, with the same force and effect as if made as of the Closing (other than such representations and warranties that are expressly made as of another date) and (iii) Seller shall have received a certificate dated as of the date of the Closing, and signed by an authorized executive officer of Buyer to the foregoing effect.
Buyer covenants, representations and warranties. BUYER and IVDesk Holdings, Inc, as of the date of this Agreement and the Closing, warrant and represent the following:
