Performance of Agreements; Accuracy of Representations and Warranties Sample Clauses

Performance of Agreements; Accuracy of Representations and Warranties. The Seller Parties shall have performed and complied with all of the covenants in this Agreement required to be performed and complied with by them on or prior to the Closing. The representations and warranties of the Seller Parties set forth in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty that is qualified by its terms by a reference to a Seller Material Adverse Effect or other concept of materiality) when made and on and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date).
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Performance of Agreements; Accuracy of Representations and Warranties. The Buyer Parties and Parent shall have performed and complied with all of their covenants in this Agreement required to be performed and complied with by them on or prior to the Closing. The representations and warranties of the Buyer Parties set forth in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty
Sample 1
Performance of Agreements; Accuracy of Representations and Warranties. The Purchaser Parties shall have performed and complied in all material respects (or in all respects in the case of any covenant that is qualified by its terms by a reference to a measure of materiality) with all of its covenants in this Agreement required to be performed and complied with by them on or prior to the Closing. The representations and warranties of the Purchaser Parties set forth in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty that is qualified by its terms by a reference to Material Adverse Effect or other concept of materiality) when made and on and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date).
Sample 1
Performance of Agreements; Accuracy of Representations and Warranties. The Seller Parties shall have performed and complied in all material respects (or in all respects in the case of any covenant that is qualified by its terms by a reference to a measure of materiality) with all of the covenants in this Agreement required to be performed and complied with by them on or prior to the Closing; provided, that this condition will be deemed to not have been satisfied if, notwithstanding the Seller Parties’ exercise of commercially reasonable efforts to prevent it, and without regard to any limitations on the Seller Parties’ ability to prevent such action, OpenTV or its Subsidiaries shall have taken any of the actions specified in clauses (a)(i), (b), (c), (d), (e), (f), (k), (l) or (v) of Section 4.1 (in the case of clause (v), only insofar as it relates to any of the matters described in clauses (a)(i), (b), (c), (d), (e), (f), (k) or (l) of Section 4.1) (each, a “Material Action”) without the consent of the Purchaser (subject, in the case of a Material Action specified in clause (f) of Section 4.1, to the proviso of clause (f)). The representations and warranties of the Seller Parties set forth in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty that is qualified by its terms by a reference to Material Adverse Effect or other concept of materiality) when made and on and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date).
Sample 1
Performance of Agreements; Accuracy of Representations and Warranties. The Purchasers shall have performed and complied in all material respects with all of their covenants in this Agreement required to be performed and complied with by them on or prior to the Closing. The representations and warranties of the Purchasers set forth in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty that is qualified by its terms by a reference to Material Adverse Effect or other concept of materiality) when made and on and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date); PROVIDED, THAT for purposes of this Section 6.3(a), any qualification in any representation or warranty to the "knowledge" (or similar term) of the Purchasers shall be disregarded.
Sample 1
Performance of Agreements; Accuracy of Representations and Warranties. The Seller Parties shall have performed and complied in all material respects with all of the covenants in this Agreement required to be performed and complied with by them on or prior to the Closing; PROVIDED, THAT, with respect to the covenant in Section 4.1, this condition will be deemed to not have been satisfied if, notwithstanding the Seller Parties' exercise of commercially reasonable efforts to prevent it, and without regard to any limitations on the Seller Parties' ability to prevent such action as a result of the exercise of fiduciary duties by those directors of OpenTV who are also directors, officers or employees of any member of the MIH Group or their respective Affiliates (other than OpenTV and its Subsidiaries), OpenTV or its Subsidiaries shall have taken any of the actions specified in clauses (a) through (w) of Section 4.1; PROVIDED FURTHER THAT, with respect to the actions referenced in clauses (g)(i), (g)(iii) (except as such clause relates to any Contract that is a license of Intellectual Property), (g)(vi)(F), (i), (j) (except as such clause relates to a right or claim with respect to Intellectual Property or a Material Contract), (k), (p) (except as such clause relates to directors, officers and members of Senior Management) or (w) (but only insofar as it relates to any of the foregoing clauses (and subject to the same limitations as aforesaid)), of Section 4.1 only (each, a "SPECIFIED ACTION"), the taking by OpenTV or any of its Subsidiaries of a Specified Action shall not cause this condition to fail to be satisfied if, despite the taking of all such Specified Actions taken by OpenTV and its Subsidiaries, the Seller Parties would have performed and complied in all material respects with the covenants set forth in Section 4.1 had that Section imposed on the Seller Parties an absolute obligation to prevent OpenTV and its Subsidiaries from taking the Specified Actions. The representations and warranties of the Seller Parties set forth in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty that is qualified by its terms by a reference to Material Adverse Effect or other concept of materiality) when made and on and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date); PROVIDED, THAT for purposes of this Section 6.3(a),...
Sample 1

Related to Performance of Agreements; Accuracy of Representations and Warranties

  • Accuracy of Representations and Warranties; Performance of Covenants At the Closing Time, the representations and warranties contained herein or in certificates of any officer of the Company or any of its subsidiaries (including the Bank) delivered pursuant to the provisions hereof, shall be true and correct, when made, and at the Closing Time, and the Company shall have performed its covenants and other obligations hereunder.

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and 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.

  • Continuing Accuracy of Representations and Warranties Any obligation of the Agents to use their commercially reasonable efforts to sell the Shares on behalf of the Company as sales agents shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the conditions specified in Section 3 of this Agreement.

  • Preserve Accuracy of Representations and Warranties Each party hereto will refrain from taking any action which would render any of its representations and warranties contained in this Agreement untrue, inaccurate or misleading as of Closing and the Effective Time. Through Closing, each party will promptly notify the other parties of any lawsuit, claim, audit, investigation, administrative action or other proceeding asserted or commenced against such party that may involve or relate in any way to another party to this Agreement. Each party hereto will promptly notify the other parties of any facts or circumstances that come to its attention and that cause, or through the passage of time may cause, any of a party's representations, warranties or covenants to be untrue or misleading at any time from the date hereof through Closing.

  • Representations and Warranties; Performance of Agreements Company shall have delivered to Agent an Officers' Certificate, in form and substance satisfactory to Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent and Requisite Lenders.

  • Representations and Warranties; Performance of Covenants All the -------------------------------------------------------- covenants, terms and conditions of this Agreement to be complied with and performed by GBB on or before the Closing Date shall have been complied with and performed in all material respects. Each of the representations and warranties of GBB contained in Article 5 hereof shall have been true and correct in all material respects (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be true and correct in all respects) on and as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date or for changes expressly contemplated by this Agreement) on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date. It is understood and acknowledged that the representations being made on and as of the Closing Date shall be made without giving effect to any update with respect to the GBB Lists in accordance with Section 7.2(c).

  • Representations and Warranties True; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

  • Limitation of Representations and Warranties Except as may be expressly represented or warranted in this Agreement by Seller, Seller makes no representations or warranties whatsoever with regard to any asset being transferred to Purchaser or any liability or obligation being assumed by Purchaser or as to any other matter or thing.

  • Effect of Representations and Warranties The representations and ---------------------------------------- warranties contained in this Agreement or in any List shall terminate immediately after the Effective Time of the Merger.

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