Common use of Certificate of Target Clause in Contracts

Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its chief executive officer and chief financial officer to the effect that, as of the Effective Time: (i) all representations and warranties made by Target under this Agreement are true and complete in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality which representations and warranties as so qualified shall be true in all respects) on and as of the Effective Time as though such representations and warranties were made on and as of such time; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Merger Agreement (Predictive Systems Inc), Merger Agreement (Predictive Systems Inc)

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Certificate of Target. Acquiror shall have been provided with a --------------------- certificate executed on behalf of Target by its chief executive officer President and chief financial officer Chief Financial Officer to the effect that, as of the Effective Time: (i) except as set forth in the Target Disclosure Schedule dated the date of this Agreement, without giving effect to any supplement or amendment to the Target Disclosure Schedule, all representations and warranties made by Target under this Agreement are true and complete in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Effective Time as though such representations and warranties were made on and as of such time); and (ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respectsperformed.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Kana Communications Inc)

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Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its chief executive officer President and chief financial officer its Chief Financial Officer to the effect that, as of the Effective TimeClosing Date: (i) except as set forth in the Target Disclosure Schedule dated the date of this Agreement, all representations and warranties made by Target under this Agreement are true and complete in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality which representations and warranties as so qualified shall be are true in all respects) on and as of the Effective Time as though such representations and warranties were made on and as of such time); and (ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respectsperformed.

Appears in 1 contract

Samples: Merger Agreement (Ods Networks Inc)

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