Performance of Obligations; Representations and Warranties Contained in the Side Agreements Sample Clauses

Performance of Obligations; Representations and Warranties Contained in the Side Agreements. (i) Each of the Shareholders that is a party to a Side Agreement as of the date hereof shall have performed in all material respects each of its agreements contained in the Side Agreements required to be performed on or prior to the Closing Date; (ii) each of the representations and warranties of each Shareholder that is a party to a Side Agreement as of the date hereof contained in such Side Agreements that is not qualified by materiality, material adverse effect or similar variation thereof shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than any such representations and warranties which address matters only as of a certain date, which shall be true and correct in all material respects as of such certain date) (iii) each of the representations and warranties of each Shareholder that is a party to a Side Agreement contained in such Side Agreements that are qualified by materiality, material adverse effect or any variation thereof shall be true and correct in all respects on and as of the Closing Date as if made on and as of such date (other than any such representations and warranties which address matters only as of a certain date, which shall be true and correct in all material respects as of such certain date). For purposes of determining the accuracy of representations and warranties of any Shareholder set forth in this a Side Agreement for purposes of this Section 7.3(b), any update of or modification to the disclosure schedules of Shareholders made or purported to have been made after the date hereof (or any information provided by any Shareholder under a Side Agreement or otherwise) shall be disregarded.
Sample 1Sample 2
AutoNDA by SimpleDocs
Performance of Obligations; Representations and Warranties Contained in the Side Agreements. (i) Each Key Stockholder shall have performed in all material respects each of his, her or its agreements required to be performed on or prior to the Closing Date under the Side Agreement to which he, she or it is a party; (ii) each of the representations and warranties of each Key Stockholder contained in his, her or its Side Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified by materiality which shall be true and correct in all respects) on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), in each case except as contemplated or permitted by the Side Agreement, and (iii) Parent shall have received a certificate, dated the Closing Date, from the Representative, signed on behalf of each such Key Stockholder, to such effect.
Sample 1
Performance of Obligations; Representations and Warranties Contained in the Side Agreements. (i) Each Significant Securityholder shall have executed and delivered a Side Agreement, (ii) each Side Agreement shall remain in full force and effect on and as of the Closing Date, (iii) each Significant Securityholder shall have performed in all material respects each of his, her or its agreements required to be performed on or prior to the Closing Date under the Side Agreement to which he, she or it is a party, (iv) each of the representations and warranties of each Significant Securityholder contained in his, her or its Side Agreement shall be true and correct in all material respects (disregarding all qualifications or limitations as to “materially,” “Material Adverse Effect” and words of similar import set forth therein) on and as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and (v) Parent shall have received a certificate, dated the Closing Date, from the Representative, signed on behalf of each such Significant Securityholder, to such effect.
Sample 1
Performance of Obligations; Representations and Warranties Contained in the Side Agreements. (i) Each of the representations and warranties of each Major Stockholder contained in the Side Agreements shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), in each case except as contemplated or permitted by the Side Agreements; and (ii) Parent shall have received a certificate, dated the Closing Date, from each of the Major Stockholders, to such effect.
Sample 1

Related to Performance of Obligations; Representations and Warranties Contained in the Side Agreements

  • Performance of Obligations; Representations and Warranties The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Effective Time, each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.

  • Additional Representations and Warranties of the Servicer Except as disclosed in writing to the Seller, the Master Servicer, the Depositor and the Trustee prior to the Closing Date: (i) the Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Servicer; (ii) the Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Servicer as servicer has been disclosed or reported by the Servicer; (iv) no material changes to the Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of the Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement and (vi) there are no affiliations, relationships or transactions relating to the Servicer or any Subservicer with any party listed on Exhibit I hereto.

  • Representations and Warranties; Performance of Obligations All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to CSI certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

  • Additional Representations and Warranties of the Seller (a) The Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 34.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the Interim Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Interim Servicer as servicer has been disclosed or reported by the Seller; (iv) no material changes to the Interim Servicer's policies or procedures with respect to the servicing function it will perform under the Interim Servicing Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Interim Servicer's financial condition that could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under the Interim Servicing Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller, Interim Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Seller, Interim Servicer, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • 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.

  • Representations, Warranties and Agreements of the Servicer The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Master Servicer, the Depositor and the Trustee, as of the Closing Date:

  • Representations and Warranties of the Servicer The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!