Performance of Conditions and Accuracy of Representations Sample Clauses

Performance of Conditions and Accuracy of Representations. (i) The Company and the Sellers’ Representative shall have duly performed or complied with all of their respective covenants and obligations in Section 6 or otherwise under this Agreement to be performed prior to or at the Closing in all material respects; (ii) all of the representations and warranties of the Company set forth in Section 4 (other than the Company’s Fundamental Representations) shall be true and correct in all respects as of the date hereof and on the Closing Date, as if made at and as of the Closing Date (except for such representations and warranties that speak only as of a specified date, which shall be true and correct as of such date), without regard to any materiality, material adverse effect or other similar qualification contained therein, except where the failure of such representations and warranties (other than Fundamental Representations) to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect; and (iii) all of the Company’s Fundamental Representations that are qualified as to materiality shall be true and correct as of the date hereof and on the Closing Date, as if made at and as of the Closing Date, and all of the Company’s Fundamental Representations that are not so qualified shall be true and correct as of the date hereof and in all material respects on the Closing Date, as if made at and as of the Closing Date (in each case except for Fundamental Representations that speak only as of a specified date, which shall be true and correct, or true and correct in all material respects, as applicable, as of such date).
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Performance of Conditions and Accuracy of Representations. The Purchaser shall have duly performed or complied with its covenants and obligations in Section 6 or otherwise under this Agreement to be performed prior to the Closing in all material respects; all of its representations and warranties set forth in Section 6 hereof shall be true and correct in all material respects as of the date hereof and on the Closing Date as if made on and as of the Closing Date (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct in all material respects as of such date).
Sample 1
Performance of Conditions and Accuracy of Representations. The Company shall have duly performed or complied with all of the covenants and obligations in Section 7 or otherwise under this Agreement to be performed prior to or at the Closing in all material respects; all of the representations and warranties of the Sellers set forth in Section 4 and of the Company set forth in Section 5 shall be true and correct in all material respects (except that the representations and warranties set forth in Sections 4.2 and 5.4 shall be true and correct in all respects without regards to materiality) on the date hereof and on the Closing Date as if made on and as of the Closing Date (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality qualifications contained in such representations and warranties shall be disregarded.
Sample 1
Performance of Conditions and Accuracy of Representations. Seller Group shall have duly performed or complied in all material respects with its covenants and obligations under this Agreement to be performed prior to or at the Initial Closing, and, except as otherwise provided or contemplated hereby and except for representations made as of a specific date, all of its warranties and representations shall be true and correct in all material respects on the Initial Closing Date as if made on and as of the Initial Closing Date.
Sample 1
Performance of Conditions and Accuracy of Representations. Purchaser shall have duly performed or complied in all material respects with its covenants and obligations under this Agreement to be performed prior to the Initial Closing, and, except as otherwise provided or contemplated hereby and except for representations made as of a specific date, all of its representations and warranties shall be true and correct in all material respects on the Initial Closing Date as if made on and as of the Initial Closing Date.
Sample 1

Related to Performance of Conditions and Accuracy of Representations

  • Accuracy of Representations and Warranties; Performance of Covenants Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date) and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date), with the same force and effect as if made at and as of the Post-Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Post-Closing Date.

  • Accuracy of Representations and Compliance with Conditions All ---------------------------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, except (a) as a result of the taking of any action contemplated hereby or (b) insofar as any representation or warranty relates to any specified earlier date, shall be true and accurate as of the Closing Date, as though such representations and warranties were then made by Buyer; and Buyer shall have performed and complied with all of its covenants and agreements set forth in this Agreement to be performed or complied with at or before the Closing.

  • 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.

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser 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 though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • 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 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).

  • 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.

  • Accuracy of Representations All of Buyer's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

  • Accuracy of Representations and Performance of Covenants The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company.

  • Representations and Warranties Correct; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and shall be true and correct on the date of the Closing with the same force and effect as if they had been made on and as of said date, subject to changes contemplated by this Addendum; and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at or prior to the Closing.

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