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

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company and the Stockholder contained in this Agreement shall be true and correct on the date made and shall be true and correct in all material respects as of the Closing. Each of the obligations of the 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, Sub shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the Company, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

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REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company Companies and the Stockholder Stockholders contained in this Agreement shall be true and correct on 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 Company 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, Sub UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the CompanyStockholders, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company and Company, the Stockholder and Xx. Xxxxx contained in this Agreement shall be true and correct on 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 Company 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, Sub UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the CompanyXx. Xxxxx, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company and the Stockholder Stockholders contained in this Agreement shall be true and correct on the date made and shall be true and correct in all material respects as of the Closing. Each of the obligations of the 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, Sub shall have received a certificate, dated the Closing Date and duly executed by the Stockholder Stockholders and the chief financial officer of the Company, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sunbelt Automotive Group Inc), Agreement and Plan of Merger (Sunbelt Automotive Group Inc)

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company Companies and the Stockholder Stockholders contained in this Agreement shall be true and correct on in all material respects as of the date made hereof and 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 Company 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, Sub UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the Companyeach Stockholder, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Agreement and Plan of Merger (United Auto Group Inc)

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company and the Stockholder contained in this Agreement shall be true and correct on 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 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, Sub LAS shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the Company, Xxxxxxx to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company Companies and the Stockholder Stockholders contained in this Agreement shall be true and correct on the date made and 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 Closings. Each of the obligations of the Company 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, Sub UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the CompanyStockholders, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

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REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company Companies and the Stockholder contained in this Agreement shall be true and correct on 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 Company 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, Sub UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the CompanyStockholder, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company and the Stockholder Stockholders contained in this Agreement shall be true and correct on the date made and shall be true and correct in all material respects as of the Closing. Each of the obligations of the 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, Sub shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the Company, Stockholders to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company Companies and the Stockholder Stockholders contained in this Agreement shall be true and correct on 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 Company 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, Sub UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the CompanyStockholders, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of the Company Companies and the Stockholder contained in this Agreement shall be true and correct on 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 Company 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, Sub UAG shall have received a certificate, dated the Closing Date and duly executed by the Stockholder and the chief financial officer of the CompanyStockholder, to the effect that the conditions set forth in the two preceding sentences have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

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