Common use of Representations and Warranties; Compliance with Agreement Clause in Contracts

Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer shall have performed all covenants and agreements to be performed by them under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer shall have delivered to Seller a certificate of an authorized officer of Buyer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to Seller;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alimera Sciences Inc), Asset Purchase Agreement (Alimera Sciences Inc)

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Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer Seller set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer Seller shall have performed all covenants and agreements to be performed by them it under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer Seller shall have delivered to Seller Buyer a certificate of an authorized Seller’s chief executive officer of Buyer or chief financial officer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to SellerBuyer;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alimera Sciences Inc), Asset Purchase Agreement (Alimera Sciences Inc)

Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer Buyers shall have performed all covenants and agreements to be performed by them under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer shall have delivered to Seller a certificate of an authorized officer a Vice - 70 - President of Buyer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to SellerSellers and their counsel;

Appears in 1 contract

Samples: Asset Purchase Agreement (Wang Laboratories Inc)

Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer Seller and Federal set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer Sellers shall have performed all covenants and agreements to be performed by them under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer Seller shall have delivered to Seller Buyer a certificate of an authorized Seller's chief executive officer of Buyer or chief financial officer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to SellerBuyer and its counsel;

Appears in 1 contract

Samples: Asset Purchase Agreement (Wang Laboratories Inc)

Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer Seller set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or CONFIDENTIAL TREATMENT REQUESTED representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer Seller shall have performed all covenants and agreements to be performed by them it under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer Seller shall have delivered to Seller Buyer a certificate of an authorized Seller’s chief executive officer of Buyer or chief financial officer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to SellerBuyer;

Appears in 1 contract

Samples: Confidential Treatment Requested (Alimera Sciences Inc)

Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer Seller set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer Seller shall have performed all covenants and agreements to be performed by them it under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer Seller shall have delivered to Seller Buyer a certificate of an authorized Seller's chief executive officer of Buyer or chief financial officer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to SellerBuyer and its counsel;

Appears in 1 contract

Samples: Asset Purchase Agreement (Pharmos Corp)

Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer shall have performed all covenants and agreements to be performed by them under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer shall have delivered to Seller a certificate of an authorized officer a Vice President of Buyer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to SellerSeller and its counsel;

Appears in 1 contract

Samples: Asset Purchase Agreement (Pharmos Corp)

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Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer shall have performed all covenants and agreements to be performed by them under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer shall have delivered to Seller a certificate of an authorized officer Vice President of Buyer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to SellerSeller and its counsel;

Appears in 1 contract

Samples: Asset Purchase Agreement (Insite Vision Inc)

Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer Seller set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer Seller shall have performed all covenants and agreements to be performed by them it under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer Seller shall have delivered to Seller Buyer a certificate of an authorized Seller’s chief executive officer of Buyer or chief financial officer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to SellerBuyer and its counsel;

Appears in 1 contract

Samples: Asset Purchase Agreement (Insite Vision Inc)

Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with Execution Version CONFIDENTIAL TREATMENT REQUESTED reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer shall have performed all covenants and agreements to be performed by them under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer shall have delivered to Seller a certificate of an authorized officer of Buyer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to Seller;

Appears in 1 contract

Samples: Confidential Treatment Requested (Alimera Sciences Inc)

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