Closing Representations Clause Samples
The Closing Representations clause requires parties to confirm that certain statements or assurances made in the agreement remain true and accurate at the time of closing. Typically, this means that each party must reaffirm key facts—such as ownership status, authority to enter the agreement, or absence of undisclosed liabilities—immediately before the transaction is finalized. This clause ensures that both parties can rely on the accuracy of critical information at closing, thereby reducing the risk of post-closing disputes or surprises.
POPULAR SAMPLE Copied 1 times
Closing Representations. The representations and warranties of each Borrower contained in Article 6 shall be true and accurate on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist.
Closing Representations. The representations and warranties of Borrower contained in Article 5 shall be true and accurate on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and Borrower shall have performed and complied with all covenants and conditions hereof, no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist.
Closing Representations. All representations, covenants and warranties of the Buyer and Seller contained in this Agreement shall be true and correct on and as of the Closing date with the same effect as though the same had been made on and as of such date.
Closing Representations. All representations, covenants and warranties of the MJHI and SHAREHOLDERS contained in this Agreement shall be true and correct on and as of the Closing date with the same effect as though the same had been made on and as of such date.
Closing Representations. 11 3.2 Buyer's Representations...............................................12
Closing Representations. Seller's representations and warranties contained in this Agreement shall be true and accurate in all material respects as of the date of Closing, with the same force and effect as if made on and as of that date. All of the warranties and representations contained herein shall survive the Closing for a period of one (1) year from the date of Closing; provided however, that the representations and warranties set forth at Sections 3.1G (Title) and 3.1H (Power and Right) shall survive the Closing indefinitely.
Closing Representations. Subject to matters specifically identified and disclosed against particular representations contained in the Finance Disclosure Letter, during the Closing Period, the Closing Representations are deemed to be made by the Obligor’s Agent and each Obligor (by reference to the facts and circumstances then existing) to the Finance Parties on each of the following days or dates if such day or date falls within the Closing Period:
(a) the date of each Utilisation Request and the first day of each Interest Period and the first day of each Term;
(b) the day on which a company becomes (or it is proposed that a company becomes) an Additional Obligor.
Closing Representations. ▇▇▇▇▇▇ represents and warrants that:
(a) The Exchange Stock shall constitute 67.50% of all of the issued and outstanding shares of stock of ▇▇▇▇▇▇.
(b) The shares of Common Stock of ▇▇▇▇▇▇ are trading on the NASDAQ Bulletin Board under the symbol "SEGI."
(c) ▇▇▇▇▇▇ shall have audited financial statements for the year ended December 31, 1996, and internally prepared financial statements for the period ended September 30, 1997 prepared in accordance with generally accepted accounting principles, all of which shall be provided to the Shareholders prior to Closing. ▇▇▇▇▇▇ shall have cash on hand as of Closing of not less than $2,200,000, and shall not be a party to any liabilities (other than the Convertible Debentures of $330,000).
(d) Within thirty (30) days following the Closing, ▇▇▇▇▇▇ shall file a registration statement with the Securities Exchange Commission that shall include twenty (20%) percent of each of the Shareholders' Exchange Stock. Shareholders acknowledges that the Exchange Stock will be subject to certain "lock -up" provisions pursuant to Section 2.5 hereof, but in no event shall the "lock-up" provisions extend for more than 24 months following the Closing Date, as hereinafter defined.
Closing Representations. The Seller hereby provides as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) the representations and warranties contained in Section 2.6 through 2.12 and Section 2.14. The Investor hereby provides as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) the representations and warranties contained in Section 3.7.