COMPLIANCE WITH REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS Sample Clauses

COMPLIANCE WITH REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. All of the representations and warranties of Audits contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time with the same force and effect as if they had been made at and as of such date (except for changes contemplated or permitted by this Agreement or otherwise approved in writing by Acquisition and Group Ltd.); Audits shall have complied with and performed in all material respects all of the covenants and agreements contained in this Agreement to be performed by it at or prior to the Effective Time; and on the date of the Effective Time, Acquisition shall have received from Audits a certificate dated that day, signed by the Chairman and by the Chief Financial Officer of Audits, certifying the foregoing. Until the Closing, Audits agrees to give Acquisition prompt written notice of any matter or matters which come to Audits's attention which would constitute a breach of the condition contained in this Section 7.2(a), together with reasonably complete details of such matter or matters. Notwithstanding the foregoing, no breach of any representation or warranty by Audits and no act or omission to act of Audits, in each case which occurs after the consummation of the Offer shall excuse Acquisition and Group Ltd. from their obligations under this Agreement.
Sample 1
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COMPLIANCE WITH REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. All of the representations and warranties of GMC contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if they had been made at and as of such date; GMC shall have complied with and performed in all material respects all of the covenants and agreements contained in this Agreement to be performed by it at or prior to the Closing Date; and on the Closing Date, Acquisition shall have received from GMC a certificate dated that day, signed by the Chairman and by the Chief Financial Officer of GMC, certifying the foregoing. Until the Closing, GMC agrees to give Acquisition prompt written notice of any matter or matters which come to GMC's attention which would constitute a breach of the condition contained in this Section 6.2(a), together with reasonably complete details of such matter or matters. Within 20 days after receipt of any such notice from GMC related to the litigation warranty contained in Section 4.1(k) or within 10 days after receipt of any such notice from GMC related to any other matter (or such longer period as GMC shall agree), Acquisition shall by written notice to GMC state whether it would upon Closing be willing to waive such condition despite the matters described in such notice from GMC and in all other such notices previously received from GMC or, if it would not be willing to so waive without the imposition of further agreements or conditions upon GMC or the Participating Shareholders stating the further agreements or conditions it would seek in connection with such waiver.
Sample 1
COMPLIANCE WITH REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. All of the representations and warranties of Acquisition and Herley contained in this Agreement shall be true xxx xorrect at and as of the Closing Date with the same force and effect as if they had been made at and as of such date (except for changes contemplated or permitted by this Agreement or otherwise approved in writing by GMC); Acquisition and Herley shall have performed all of the covenants xxx xxreements contained in this Agreement to be performed by them at or prior to the Closing Date; and on the Closing Date, GMC shall have received from Acquisition and Herley a certificate dated that day, signed by xxx Xresident of Acquisition and by the President of Herley, certifying the foregoing.
Sample 1

Related to COMPLIANCE WITH REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • Representations, Warranties and Agreements Section 6.01.

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

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