Common use of Representations and Warranties; Covenants and Agreements Clause in Contracts

Representations and Warranties; Covenants and Agreements. (a) The representations and warranties of the Company contained in this Agreement and in any certificate or document executed and delivered by the Company pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shall, without giving effect to any limitation as to materiality set forth herein or therein, have been true and correct in all material respects as of such particular date, and such Purchaser shall have received a certificate, dated the Closing Date, signed by the Company to such effect. (b) The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date and such Purchaser shall have received a certificate, dated the Closing Date, signed by the Company to such effect.

Appears in 3 contracts

Samples: Investment Agreement, Investment Agreement (Liberty Broadband Corp), Investment Agreement (Liberty Broadband Corp)

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Representations and Warranties; Covenants and Agreements. (a) The representations and warranties of the Company such Purchaser contained in this Agreement and in any certificate or document executed and delivered by the Company such Purchaser pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shallwarranties, without giving effect to any limitation as to materiality set forth herein or therein, shall have been true and correct in all material respects as of such particular date, and such Purchaser the Company shall have received a certificate, dated the Closing Date, signed by the Company such Purchaser to such effect. (b) The Company Such Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company such Purchaser on or prior to the Closing Date and such Purchaser the Company shall have received a certificate, dated the Closing Date, signed by the Company such Purchaser to such effect.

Appears in 3 contracts

Samples: Investment Agreement, Investment Agreement (Liberty Broadband Corp), Investment Agreement (Liberty Broadband Corp)

Representations and Warranties; Covenants and Agreements. (a) The representations and warranties of the Company Purchaser contained in this Agreement and in any certificate or document executed and delivered by the Company Purchaser pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shallwarranties, without giving effect to any limitation as to materiality set forth herein or therein, shall have been true and correct in all material respects as of such particular date, and such Purchaser the Company and New Charter shall have received a certificate, dated the Closing Date, signed by the Company Purchaser to such effect. (b) The Company Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company Purchaser on or prior to the Closing Date and such Purchaser the Company and New Charter shall have received a certificate, dated the Closing Date, signed by the Company Purchaser to such effect.

Appears in 2 contracts

Samples: Investment Agreement (Charter Communications, Inc. /Mo/), Investment Agreement (Liberty Broadband Corp)

Representations and Warranties; Covenants and Agreements. (a) The representations and warranties of the Company Purchaser contained in this Agreement and in any certificate or document executed and delivered by the Company Purchaser pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shallwarranties, without giving effect to any limitation as to materiality set forth herein or therein, shall have been true and correct in all material respects as of such particular date, and such Purchaser the Company shall have received a certificate, dated the Closing Date, signed by the Company Purchaser to such effect. (b) The Company Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company Purchaser on or prior to the Closing Date and such Purchaser the Company shall have received a certificate, dated the Closing Date, signed by the Company Purchaser to such effect.

Appears in 2 contracts

Samples: Investment Agreement, Investment Agreement (Liberty Broadband Corp)

Representations and Warranties; Covenants and Agreements. (a) The representations and warranties of the Company Purchaser contained in this Agreement and in any certificate or document executed and delivered by the Company Purchaser pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shallwarranties, without giving effect to any limitation as to materiality set forth herein or therein, shall have been true and correct in all material respects as of such particular date, and such Purchaser the Company shall have received a certificate, dated the Closing Date, signed by the Company Purchaser to such effect. (b) The Company Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company Purchaser on or prior to the Closing Date and such Purchaser the Company shall have received a certificate, dated the Closing Date, signed by the Company Purchaser to such effect.

Appears in 2 contracts

Samples: Investment Agreement, Investment Agreement (Liberty Media Corp)

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Representations and Warranties; Covenants and Agreements. (a) The representations and warranties of the Company contained in this Agreement and in any certificate or document executed and delivered by the Company pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shall, without giving effect to any limitation as to materiality set forth herein or therein, have been true and correct in all material respects as of such particular date, and such Purchaser shall have received a certificate, dated the Closing Date, signed by the Company to such effect. (b) The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date and such Purchaser shall have received a certificate, dated the Closing Date, signed by the Company to such effect.

Appears in 2 contracts

Samples: Investment Agreement, Investment Agreement (Liberty Broadband Corp)

Representations and Warranties; Covenants and Agreements. (a) The representations and warranties of the Company Liberty contained in this Agreement and in any certificate or document executed and delivered by the Company Liberty pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shallwarranties, without giving effect to any limitation as to materiality set forth herein or therein, shall have been true and correct in all material respects as of such particular date, and such Purchaser the Company shall have received a certificate, dated the Closing Date, signed by the Company Liberty to such effect. (b) The Company Liberty shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company Liberty on or prior to the Closing Date and such Purchaser the Company shall have received a certificate, dated the Closing Date, signed by the Company Liberty to such effect.

Appears in 1 contract

Samples: Subscription Agreement (Live Nation Entertainment, Inc.)

Representations and Warranties; Covenants and Agreements. (a) The representations and warranties of the Company contained in this Agreement and in any certificate or document executed and delivered by the Company pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shall, without giving effect to any limitation as to materiality set forth herein or therein, have been true and correct in all material respects as of such particular date, and such Purchaser Liberty shall have received a certificate, dated the Closing Date, signed by the Company to such effect. (b) The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date and such Purchaser Liberty shall have received a certificate, dated the Closing Date, signed by the Company to such effect.

Appears in 1 contract

Samples: Subscription Agreement (Live Nation Entertainment, Inc.)

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