Representations and Warranties; Agreements and Covenants. (i) The representations and warranties of the Company contained in this Agreement which are qualified as to materiality shall be true and correct in all respects and all other representations and warranties shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as if made as of the Closing, (ii) all the agreements and covenants contained in this Agreement to be performed or complied with by the Company at or before the Closing shall have been performed or complied with in all material respects and (iii) the Purchasers shall have received a certificate of the Company signed by a duly authorized officer thereof, as to the fulfillment of the conditions set forth in the foregoing clauses (i) and (ii).
Appears in 2 contracts
Samples: Purchase Agreement (Discovery Zone Inc), Purchase Agreement (Discovery Zone Inc)
Representations and Warranties; Agreements and Covenants. (i) The representations and warranties of the Company contained in this Agreement which are qualified as to materiality shall be true and correct in all respects and all other representations and warranties shall be true and correct in all material respects on and as of the Closing DateClosing, with the same force and effect as if made as of the Closing, (ii) all the agreements and covenants contained in this Agreement to be performed or complied with by the Company at or before the Closing shall have been performed or complied with in all material respects and (iii) the Purchasers Purchaser shall have received a certificate of the Company in the form of Exhibit D hereto, signed by a duly authorized officer the Chief Executive Officer thereof, as to the fulfillment of the conditions set forth in the foregoing clauses (i) and (ii).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Compost America Holding Co Inc), Stock Purchase Agreement (Wasteco Ventures LTD)
Representations and Warranties; Agreements and Covenants. (i) The representations and warranties of the Company Purchasers contained in this Agreement which are qualified as to materiality shall be true and correct in all respects and all other representations and warranties any certificate or agreement of the Purchasers delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date, with the same force date hereof and effect as if made as of the Closing, (ii) the Purchasers shall have performed or complied with in all the material respects all agreements and covenants contained in this Agreement and in any certificate or agreement of the Purchasers delivered pursuant hereto to be performed or complied with by the Company Purchasers, at or before the Closing shall have been performed or complied with in all material respects Sale Closing, and (iii) the Purchasers Company shall have received a certificate of the Company each Purchaser, signed by a duly authorized an officer thereof, on behalf of such Purchaser, as to the fulfillment of the conditions set forth in the foregoing clauses (i) and (ii).
Appears in 1 contract
Samples: Stock Subscription Agreement (Insignia Financial Group Inc /De/)
Representations and Warranties; Agreements and Covenants. (i) The representations and warranties of the Company contained in this Agreement which are qualified as to materiality shall be true and correct in all respects and all other representations and warranties shall be true and correct in all material respects on and as of the Closing DateClosing, with the same force and effect as if made as of the Closing, (ii) all the agreements and covenants contained in this Agreement to be performed or complied with by the Company at or before the Closing shall have been performed or complied with in all material respects and (iii) the Purchasers Purchaser shall have received a certificate of the Company in the form of Exhibit F hereto, signed by a duly authorized officer the Chief Executive Officer thereof, as to the fulfillment of the conditions set forth in the foregoing clauses (i) and (ii).
Appears in 1 contract
Samples: Stock Purchase Agreement (Compost America Holding Co Inc)