Common use of Performance of Obligations; Representations and Warranties Clause in Contracts

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 at 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 at and as of the Effective Time as if made at and as of the Effective Time and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at and as of the Effective Time as if made at and as of the Effective Time, 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.

Appears in 2 contracts

Samples: 5 Iii Agreement and Plan of Merger, Agreement and Plan of Merger (Rorie Margaret S)

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Performance of Obligations; Representations and Warranties. (i) The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Effective Time, Closing; (ii) each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true and correct at and as of the Effective Time as if made at and as of the Effective Time and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at on and as of the Effective Time Closing Date as if made at on and as of the Effective Timesuch 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 this Agreement; , and Parent shall have received certificates, dated the Closing Date, from the Company, signed by a certificate signed on behalf duly authorized officer of the Company by its Chief Executive Officer and its Chief Financial Officer Company, to such effect.

Appears in 1 contract

Samples: Side Agreement (Tekelec)

Performance of Obligations; Representations and Warranties. The Company (i) Parent and Acquisition Subsidiary shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Effective Time, Closing; (ii) each of the representations and warranties of the Company Parent contained in this Agreement that is qualified by materiality shall be true and correct at and as of the Effective Time as if made at and as of the Effective Time and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at on and as of the Effective Time Closing Date as if made at on and as of the Effective Timesuch 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 this Agreement; , and Parent (iii) the Company shall have received a certificate certificate, dated the Closing Date, from Parent, signed on behalf of the Company Parent, by its Chief Executive Officer and its Chief Financial Officer a duly authorized officer of Parent, to such effect.

Appears in 1 contract

Samples: Side Agreement (Tekelec)

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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 at or prior to the Effective Time, each of the representations repre sentations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true and correct at and as of the Effective Time as if made at and as of the Effective Time and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at and as of the Effective Time as if made at and as of the Effective Time, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imc Global Inc)

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