Operational Representations and Covenants Sample Clauses

Operational Representations and Covenants. Unitron shall have complied in all material respects with the covenants of Unitron set forth in this Agreement. The representations and warranties of Unitron set forth in Section 6.2 shall be true and correct in all material respects on and as of the Effective Date; provided that this closing condition shall lapse 60 days after the Unitron Representative Shareholders notify Sabratek in writing that the Necessary Shareholder Parties have become a party to this Agreement in accordance with the terms of this Agreement, unless Sabratek shall have on or prior to such date notified Unitron in
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Operational Representations and Covenants. The representations and warranties of GDS and Key Officers set forth in SECTION 7.2 shall be true and correct in all material respects on and as of the Effective Date, and GDS and the Key Officers shall have complied in all material respects with the covenants of GDS and the Key Officers set forth in this Agreement. No breach or breaches of a representation, warranty or covenant (other than a deliberate or intentional breach or breaches) will be deemed to be material for purposes of this SECTION 6.1(B) if the aggregate economic impact of such breach or breaches has a present value, on and as of the date Sabratek gives notice of failure of this condition, of less than Five Hundred Thousand Dollars ($500,000) (calculated using a discount rate equal to the interest rate for six-month United States Treasury Bills as reported in The Wall Street Journal on the Call Option Exercise Date or the Put Option Exercise Date, as the case may be). In addition, no breach or breaches of a representation, warranty or covenant will be deemed to be material for purposes of this SECTION 6.1(B) if the economic impact of such breach or breaches is fully reflected in the calculation of the Formula Value of GDS under SECTION 3.2(C) of this Agreement. Examples illustrating the determination of whether a breach is material or not within the meaning of this Section are set forth on EXHIBIT "C" attached hereto.
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Related to Operational Representations and Covenants

  • Representations and Covenants The representations and warranties of the Shareholders and the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • Representations and Compliance The representations of the Company contained in this Agreement were accurate as of the date of this Agreement and are accurate as of the Closing Date, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification), except for representations and warranties made as of a specific date, which shall be accurate as of such date. The Company shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date.

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • Survival of Representations and Covenants All representations, warranties and covenants of the Pledgor contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement.

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Representations and Covenants of the Company A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

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