Common use of Continued Effectiveness of Representations and Warranties Clause in Contracts

Continued Effectiveness of Representations and Warranties. From the date hereof up to and including the Closing Date, (i) the Company and its Subsidiary will conduct the Business in a manner such that the representations and warranties contained herein shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date, except for changes and events arising as a consequence of the Merger, or actions in the Ordinary Course of Business after the date hereof which would not have an adverse effect on the properties, assets, operations or condition (financial or otherwise) or prospects of the Business; and (ii) the Company will advise Acquisition promptly in writing of any condition or circumstance occurring from the date hereof up to and including the Closing Date which could cause any representations or warranties of the Company to become untrue.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Phymatrix Corp)

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Continued Effectiveness of Representations and Warranties. From the date hereof up to and including the Closing Date, (i) the Company and its Subsidiary will conduct continue to operate the Business in a such manner such that the representations and warranties contained herein in this Agreement by the Company or the Sellers, as the case may be, shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date, except for changes and the consequences of events arising as a consequence of the Merger, or actions in the Ordinary Course of Business after the date hereof none of which would not have an adverse effect Adverse Effect on the properties, assets, operations Purchased Assets or the operation or condition (financial or otherwise) or prospects of the Business; and (ii) Business as presently conducted. Without limiting the foregoing, as of the Closing Date, the Company will advise Acquisition promptly have satisfied in writing full all of any condition or circumstance occurring from its liabilities and obligations thereunder due in the date hereof up Ordinary Course of Business prior to and including the Closing Date which could cause any representations or warranties of the Company to become untrueClosing.

Appears in 1 contract

Samples: Option and Asset Purchase Agreement (Ligand Pharmaceuticals Inc)

Continued Effectiveness of Representations and Warranties. From the date hereof up to and including the Closing Date, (i) such Stockholder will cause the Company and to conduct its Subsidiary will conduct the Business business in a manner such that the representations and warranties contained herein shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date, except for changes and the consequences of events arising as a consequence of the Merger, or actions in the Ordinary Course ordinary and usual course of Business business consistent with past practice after the date hereof and none of which would not have an a material adverse effect on the properties, assets, operations or condition (financial or otherwise) or prospects of the BusinessCompany or its business; and (ii) the Company such Stockholder will advise Acquisition the Buyer promptly in writing of any condition or circumstance occurring from the date hereof up to and including the Closing Date which could cause any representations or warranties of the Company such Stockholder to become untrueuntrue in any material respect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sheffield Steel Corp)

Continued Effectiveness of Representations and Warranties. From the date hereof up to and including the Closing Date, (ia) the Company and its Subsidiary will conduct the Business its operations in a manner such that the representations and warranties contained herein (other than those representations and warranties that, by their terms, speak only as of a specific date or dates) shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date, except for changes and events arising as a consequence of the MergerTransactions, or actions in the Ordinary Course of Business after the date hereof which would not have an adverse effect on the properties, assets, operations or condition (financial or otherwise) or prospects of the Businessa Material Adverse Change; and (iib) the Company will advise Acquisition Parent promptly in writing of any condition or circumstance occurring from the date hereof up to and including the Closing Date which could cause any representations or warranties of the Company to become untrue.

Appears in 1 contract

Samples: Merger Agreement (Bakbone Software Inc)

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Continued Effectiveness of Representations and Warranties. From the date hereof up to and including the Closing Date, (i) the Company and its Subsidiary will conduct the Business its business in a manner such that the representations and warranties contained herein shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date, except for changes and the consequences of events arising as a consequence of the Merger, or actions in the Ordinary Course ordinary and usual course of Business business consistent with past practice after the date hereof and none of which would not have an adverse effect on the properties, assets, operations or condition (financial or otherwise) or prospects of the BusinessCompany or its business; and (ii) the Company Sellers will advise Acquisition the Buyer promptly in writing of any condition or circumstance occurring from the date hereof up to and including the Closing Date which could cause any representations or warranties warranty of the Company Sellers to become untrue.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Cambex Corp)

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