Common use of REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS Clause in Contracts

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies and the Stockholders contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies and the Stockholder required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholders, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies and the Stockholders contained in this Agreement shall be true and correct in all material respects as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the ClosingClosing as if made at such time except for any changes expressly permitted hereunder. Each of the obligations of the Companies and the Stockholder Stockholders required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholderseach Stockholder, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies Company and the Stockholders contained in this Agreement shall be true and correct as of on the date hereof made and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies Company and the Stockholder Stockholders required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG Sub shall have received a certificate, dated the Closing Date and duly executed by the StockholdersStockholders and the Company, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies Company, the Stockholder and the Stockholders Xx. Xxxxx contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies and Company, the Stockholder and Xx. Xxxxx required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG shall have received a certificate, dated the Closing Date and duly executed by the StockholdersStockholder and Xx. Xxxxx, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies Company and the Stockholders Stockholder contained in this Agreement shall be true and correct as of on the date hereof made and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies Company and the Stockholder required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG Sub shall have received a certificate, dated the Closing Date and duly executed by the StockholdersStockholder and the chief financial officer of the Company, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies and the Stockholders contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies and the Stockholder Stockholders required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholders, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies and the Stockholders Stockholder contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies and the Stockholder required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG shall have received a certificate, dated the Closing Date and duly executed by the StockholdersStockholder, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies and the Stockholders Buyer contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each Closing Date, with the same force and effect as if made on and as of the Closing Date, and each of the obligations of the Companies and the Stockholder Buyer required by this Agreement to be performed by them it at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG Seller shall have received a certificate, dated the Closing Date and duly executed by the Stockholderschief executive officer and chief financial officer of Buyer, to the effect that the conditions set forth in the two preceding sentences sentence have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies Company and the Stockholders Stockholder contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies Company and the Stockholder required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG LAS shall have received a certificate, dated the Closing Date and duly executed by the Stockholders, Xxxxxxx to the effect that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies Company and the Stockholders contained in this Agreement shall be true and correct as of on the date hereof made and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies Company and the Stockholder Stockholders required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG Sub shall have received a certificate, dated the Closing Date and duly executed by the Stockholders, Stockholders to the effect that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies Company and the Stockholders Stockholder contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies Company, and the Stockholder required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG Sunbelt shall have received a certificate, dated the Closing Date and duly executed by the Stockholders, to the effect Stockholder that the conditions set forth in the two preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Companies and the Stockholders Stockholder contained in this Agreement shall be true and correct as of the date hereof and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects as of the Closing. Each of the obligations of the Companies and the Stockholder required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, UAG shall have received a certificate, dated the Closing Date and duly executed by the StockholdersStockholder, to the effect that the conditions set forth in the two preceding sentences have been satisfied.