Performance; Representations and Warranties. At Closing and at any time a Subsequent Payment is made, (i) the Recipient shall have performed and complied with all applicable agreements and conditions contained herein required to be performed or complied with by it and (ii) the representations and warranties set forth in this Agreement and the Assurances and Certifications contained in the Application shall be true and correct in all material respects.
Performance; Representations and Warranties. As of the initial Closing, (i) the Recipient shall have performed and complied with all applicable agreements and conditions contained herein required to be performed or complied with by it, (ii) the representations and warranties set forth in this Agreement shall be true and correct in all material respects, and (iii) the Assurances and Certifications contained in the Application shall be true and correct in all material respects or shall, to the satisfaction of the CDFI Fund, not have a material adverse effect on the Recipient’s execution of and performance under this Agreement.
Performance; Representations and Warranties. Road further represents and warrants that:
Performance; Representations and Warranties. At Closing, (i) the Recipient shall have performed and complied with all applicable agreements and conditions contained herein required to be performed or complied with by it, and (ii) the representations and warranties set forth in this Agreement and the Assurances and Certifications contained in the Application shall be true and correct in all material respects, and (iii) the Assurances and Certifications contained in the Application shall be true and correct in all material respects, or shall, to the satisfaction of the CDFI Fund, not have a material adverse effect on the Recipient’s execution of and performance under this Agreement.
Performance; Representations and Warranties. The Seller shall fully comply, and be in full compliance, with all obligations and undertakings imposed on and required of the Seller under this Contract. Furthermore, all representations and warranties of the Seller set forth in this Contract shall be true and complete as of the effective date of this Contract and shall continue to be true and complete until and at the time of the Closing.
Performance; Representations and Warranties. Supplier represents and warrants, during the Term, that Supplier uses frequently updated virus and malware protection software to prevent the introduction of viruses, spyware, malware, or similar items ("Malicious Code") into the SaaS Software. As Company's sole remedy with respect to a breach of this warranty, Supplier will use reasonable efforts to remove such Malicious Code. Except as otherwise provided herein, Supplier provides the SaaS Solution to Company on an “as-is” basis without warranties, express or implied. Company acknowledges that it has had a sufficient opportunity to make investigations of and utilize on a trial basis the SaaS Solution and satisfy itself as to the functionality and technical specifications of the SaaS Solution. Supplier does not represent or warrant that (a) the use of the SaaS Solution will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system, or data, (b) the SaaS Solution will meet requirements or expectations, (c) any results or stored Company Data will be accurate or reliable, (d) errors or defects will be corrected, (e) the SaaS Solution or the server(s) that make the SaaS Solution available are free of viruses or other harmful components; or (f) the SaaS Solution or results will meet any regulatory approvals or requirements. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed by Supplier to the maximum extent permitted by applicable Law.
Performance; Representations and Warranties. All of the terms and conditions of this Agreement to be complied with and performed by TEXONA at or before the Closing Date shall have been complied with and performed in all material respects, and the representations and warranties made by TEXONA in this Agreement shall be correct in all material respects with the same force and effect as though such representations and warranties had been made as of the Closing Date, and TEXONA shall have delivered to TRC and TAC a certificate, substantially in the form of Exhibit 8.2. -40- 41
Performance; Representations and Warranties e-Media represents and ------------------------------------------ warrants the following:
Performance; Representations and Warranties. The Company shall have performed in all material respects its agreements contained in this Agreement required to be performed by it at or prior to the Effective Time and, except as contemplated or permitted by this Agreement, the representations and warranties of the Company set forth in this Agreement, if qualified by materiality, are true in all respects and if not so qualified, are true in all material respects, when made and at and as of the Effective Time as if made at and as of such time, and TCI Music and Merger Sub shall have received a certificate of the Company executed on behalf of the Company by the President or an Executive Vice President of the Company to that effect.
Performance; Representations and Warranties. The Purchasers shall have performed and complied in all respects with all agreements and conditions contained in this Agreement which are required to be performed or complied with by the Purchasers prior to or at the Closing, the representations and warranties of each Purchaser, severally and not jointly, contained herein shall be true and correct on and as of the Closing Date as though made on such date, and the Purchasers shall have delivered to the Company a certificate to such effect.
