Common use of Representations and Covenants Clause in Contracts

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Shareholder and the Company contained in this Agreement 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. The Shareholders Shareholder and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Shareholder and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Stockholders and the Company contained in this Agreement 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. The Shareholders Stockholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Stockholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Members and the Company contained in this Agreement 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. The Shareholders Members and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Members and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, Parent a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Stockholder and the Company contained in this Agreement 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. The Shareholders Stockholder and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Stockholder and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, Parent a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Members and the Company contained in this Agreement 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. The Shareholders Members and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Members and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentNETD, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the ParentPurchaser, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Shareholder and the Company contained in this Agreement 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. The Shareholders Shareholder and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Shareholder and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Stockholders contained in this Agreement 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. The Shareholders Company and the Company Stockholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Stockholders on or prior to the Closing Date. The Company and the Stockholders shall have delivered to the ParentInfotec, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Acquiror Company contained in this Agreement 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. The Shareholders and the Acquiror Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Acquiror Company on or prior to the Closing Date. The Acquiror Company shall have delivered to the Parent, if requested, Shareholder and the Company a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentNewagecities, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company Xxxxx Xxxxx contained in this Agreement 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. The Shareholders and the Company Xxxxx Xxxxx shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company Xxxxx Xxxxx on or prior to the Closing Date. The Company Each of Xxxxx Xxxxx and the Shareholders shall have delivered to the Parent, if requested, Acquisition Corp. a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.. 18

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentSpectrum and Halter, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the ParentINBI, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentMAXI, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Company and The Shareholders and the Company contained in this Agreement 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. Company and The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company and The Shareholders and the Company on or prior to the Closing Date. Company and The Company Shareholders shall have delivered to the ParentGTEC, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company Shareholder contained in this Agreement 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. The Shareholders and the Company Shareholder shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company Shareholder on or prior to the Closing Date. The Company Shareholder shall have delivered to the ParentUCPH, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentAAI, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentDragon, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Securityholders and the Company contained in this Agreement 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. The Shareholders Securityholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Securityholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties warrants of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentSunwin, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders Shareholder and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Shareholder and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, Acquiror Company a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the ParentTextmunication, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentLinkwell, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentSUWN, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Each of the Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company each on or prior to the Closing Date. The Company Each of the Shareholders shall have delivered to the Parent, if requested, Purchaser a certificate, dated the Closing Date, Date and signed by the Shareholders to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholder shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholder shall have delivered to the ParentW-Candy, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentLexicon, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of Xxxxx and the Shareholders and the Company contained in this Agreement 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. The Shareholders Xxxxx and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Xxxxx and the Shareholders and the Company on or prior to the Closing Date. The Company Each of Xxxxx and the Shareholders shall have delivered to the Parent, if requested, Xxxxx a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Company and the Company Shareholders contained in this Agreement 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. The Shareholders Company and the Company Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Company and the Company Shareholders on or prior to the Closing Date. The Company and the Shareholders shall have delivered to the ParentANXIN, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders Stockholders and the Company contained in this Agreement 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. The Shareholders Stockholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Stockholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requestedRussoil, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, Parent a certificate, dated the Closing Date, to the foregoing effect.. 18

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement 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. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the ParentDais, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The the representations and warranties of the Shareholders Shareholder and the Company contained in this Agreement 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. The Shareholders Shareholder and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Shareholder and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, Acquiror Company a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement shall be true true, complete and accurate 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, except for changes contemplated or permitted by this Agreement. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, Investor a certificate, dated the Closing DateDate and signed by an officer of the Company, to the foregoing effecteffect and stating that all conditions to the Investor’s obligations hereunder have been satisfied.

Representations and Covenants. The All representations and warranties of the Shareholders Shareholder and the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force as if such representations and effect as though warranties were made on and as of such date (except to the Closing Date. The Shareholders extent any such representation or warranty is made as of a specified date), and the Shareholder and the Company shall have performed all agreements and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Shareholder and the Company on or prior to the Closing Date. The Company , and the Purchaser shall have delivered to the Parent, if requested, received a certificate, certificate dated the Closing Date, signed by the Shareholder and the Company, to the foregoing effecteffect that such is the case.

Representations and Covenants. The ----------------------------------- representations and warranties of the Shareholders Stockholders and the Company contained in this Agreement 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. The Shareholders Stockholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders Stockholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.