Performance of Obligations; Representations and Warranties. The Company shall have performed each of its agreements contained in this Agreement required to be performed on or prior to the Expiry Time (including, for certainty, its obligations under Section 3.1) in all material respects, each of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of the Expiry Time as if made on and as of such time (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 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: Support Agreement (Emco LTD), Support Agreement (2022841 Ontario Inc)
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 at or prior to the Expiry Time (including, for certainty, its obligations under Section 3.1) in all material respectsEffective 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 on at and as of the Expiry Effective Time as if made on at and as of such time (other than representations and warranties which address matters only the Effective Time, in each case except as of a certain date which shall be true and correct as of such certain date) 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: Current Report, Merger Agreement (Rorie Margaret S)
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 at or prior to the Expiry Time (including, for certainty, its obligations under Section 3.1) in all material respectsEffective 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 on at and as of the Expiry Effective Time as if made on at and as of such time (other than representations and warranties which address matters only the Effective Time, in each case except as of a certain date which shall be true and correct as of such certain date) 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: Merger Agreement (Imc Global Inc)