Common use of Representations and Warranties Correct; Performance Clause in Contracts

Representations and Warranties Correct; Performance. The representations and warranties of Seller contained in this Agreement (including the Exhibits and Schedules hereto) and those otherwise made in writing by or on behalf of Seller in connection with the transactions contemplated by this Agreement shall be true, complete and accurate in all material respects when made and on and as of the Closing Date as though such representations and warranties were made at and as of such date, and Seller shall have delivered to Purchaser a certificate, dated the Closing Date, to such effect signed by its Presi dent. Seller shall have duly and properly performed, complied with and observed in all material respects each of its covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before the Closing Date, and Seller shall have delivered to Purchaser a certificate, dated the Closing Date, to such effect signed by its President.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dawcin International Corp), Stock Purchase Agreement (Dawcin International Corp)

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Representations and Warranties Correct; Performance. The representations and warranties of Seller contained Buyer in this Agreement (including the Exhibits and Schedules hereto) and those otherwise made in writing by or on behalf of Seller in connection with the transactions contemplated by this Agreement shall be true, complete and accurate in all material respects (except that such representations and warranties which are qualified as to materiality shall be accurate and complete in all respects) when made and on and as of the date hereof and the Closing Date as though such representations and warranties were made at and as of such date, and Seller Buyer shall have delivered to Purchaser Seller a certificate, dated the date hereof and the Closing Date, certifying to such effect matters and signed by its Presi dentPresident. Seller Buyer shall have duly and properly performed, complied with and observed in all material respects each of its covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before the Closing Date, and Seller . Buyer shall have delivered to Purchaser Seller a certificate, dated the Closing Date, certifying to such effect matters and signed by its President.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Synthetic Biologics, Inc.), Asset Purchase Agreement (Synthetic Biologics, Inc.)

Representations and Warranties Correct; Performance. The representations and warranties of Seller contained in this Agreement (including the Exhibits and Schedules hereto) and those otherwise made in writing by or on behalf of Seller in connection with the transactions contemplated by this Agreement shall be true, complete and accurate in all material respects when made and on and as of the Closing Date as though (except that such representations and warranties were made at which are qualified as to materiality shall be accurate and complete in all respects) as of such datethe date hereof and the Closing Date, and Seller shall have delivered to Purchaser Buyer a certificate, dated as of the date hereof and the Closing Date, to such effect signed by its Presi dentPresident. Seller shall have duly and properly performed, complied with and observed in all material respects each of its covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before the Closing Date, and Seller shall have delivered to Purchaser Buyer a certificate, dated the Closing Date, to such effect signed by its PresidentManaging Member.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Synthetic Biologics, Inc.), Asset Purchase Agreement (Synthetic Biologics, Inc.)

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Representations and Warranties Correct; Performance. The representations and warranties of Seller contained Purchaser in this Agreement (including the Exhibits and Schedules hereto) and those otherwise made in writing by or on behalf of Seller Purchaser in connection with the transactions contemplated by this Agreement shall be true, complete and accurate in all material respects when made and on and as of the Closing Date Date, as though such representations and warranties were made at and as of such date, and Seller Purchaser shall have delivered to Purchaser Seller a certificate, dated the Closing Date, to such effect signed by its Presi dentPresident. Seller Purchaser shall have duly and properly performed, complied with and observed in all material respects each of its covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before the Closing Date, and Seller Purchaser shall have delivered to Purchaser Seller a certificate, dated the Closing Date, to such effect signed by its President.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dawcin International Corp), Stock Purchase Agreement (Dawcin International Corp)

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