REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS AND OBLIGATIONS Sample Clauses

REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS AND OBLIGATIONS. In the case of each party: (A) the representations and warranties of each of the other parties contained in this Agreement shall have been true and correct at the date hereof and also shall be true and correct in all material respects at and as of the Closing (and, to the extent applicable, at and as of the GSOC Asset Transfer Date), except for changes contemplated by this Agreement, with the same force and effect as if made at and as of the Closing (and, to the extent applicable, at and as of the GSOC Asset Transfer Date); (B) each of the other parties shall have performed and complied with in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing (and, to the extent applicable, at or prior to the GSOC Asset Transfer Date); and (C) each party shall have received one or more certificates of the President or other senior executive officer of each of the other parties certifying, to the best of his or her knowledge, all of the foregoing effects.
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REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS AND OBLIGATIONS. The representations and warranties of the Seller contained in this Agreement shall have been true and correct in all material respects on the date hereof and shall also be true and correct in all material respects on and as of the Securities Closing, except for changes contemplated in this Agreement, with the same force and effect as if made on and as of the Securities Closing, except to the extent
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REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS AND OBLIGATIONS. The representations and warranties of NATN contained in this Agreement shall have been true and correct at the date hereof and shall also be true and correct at and as of the Closing, except for changes contemplated in this Agreement, with the same force and effect as if made at and as of the Closing, except as such representations and warranties by their terms relate only to periods of time prior to the Closing; NATN shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and IntraTel shall have received a certificate of the President of NATN certifying, to the best of his knowledge, to all of the foregoing effects.
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REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS AND OBLIGATIONS. The representations and warranties of IntraTel and SubCorp contained in this Agreement shall have been true and correct at the date hereof and shall also be true and correct in all material respects at and as of the Closing, except for changes contemplated in this Agreement, with the same force and effect as if made at and as of the Closing, except as such representations and warranties by their terms relate only to periods of time prior to the Closing; each of IntraTel and SubCorp shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and NATN shall have received one or more certificates of the President of each of IntraTel and of SubCorp certifying, to the best of his or her knowledge, to the foregoing effect.
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Related to REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS AND OBLIGATIONS

  • Representations and Warranties; Compliance with Conditions The representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date, and no Default or an Event of Default shall have occurred and be continuing; and Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Loan Document on its part to be observed or performed.

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

  • Representations and Warranties and Covenants 9 4.1 GENERALLY ........................................................... 9 4.2

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Representations and Warranties Correct; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and shall be true and correct on the date of the Closing with the same force and effect as if they had been made on and as of said date, subject to changes contemplated by this Addendum; and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at or prior to the Closing.

  • Representations and Warranties; Performance of Covenants All the -------------------------------------------------------- covenants, terms and conditions of this Agreement to be complied with and performed by GBB on or before the Closing Date shall have been complied with and performed in all material respects. Each of the representations and warranties of GBB contained in Article 5 hereof shall have been true and correct in all material respects (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be true and correct in all respects) on and as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date or for changes expressly contemplated by this Agreement) on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date. It is understood and acknowledged that the representations being made on and as of the Closing Date shall be made without giving effect to any update with respect to the GBB Lists in accordance with Section 7.2(c).

  • Representations and Warranties; Performance of Agreements Company shall have delivered to Agent an Officers' Certificate, in form and substance satisfactory to Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent and Requisite Lenders.

  • Other Covenants, Representations and Warranties Stockholder hereby represents and warrants to Parent and Acquisition as follows:

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

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