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

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Company contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, other than such representations and warranties as are made as of another date, which shall be true and correct in all material respects as of such date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.1(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and the covenants and agreements contained in this Agreement to be complied with by the Company on or before the Closing shall have been complied with in all material respects, and the Investor shall have received a certificate of the Company to such effect signed by a duly authorized officer thereof;

Appears in 1 contract

Samples: Investment Agreement (Corautus Genetics Inc)

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Representations and Warranties; Covenants and Agreements. The representations and warranties of the Company Investor contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Closing, with the same force and effect as if made as of the ClosingClosing Date, other than such representations and warranties as are made as of another date, which shall be true and correct in all material respects as of such date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.1(a7.02(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and the covenants and agreements contained in this Agreement to be complied with by the Company Investor on or before the Closing shall have been complied with in all material respects, and the Investor Company shall have received a certificate of from the Company Investor to such effect signed by a duly authorized officer thereof;; and

Appears in 1 contract

Samples: Investment Agreement (Corautus Genetics Inc)

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Company Acquisition and Sonus contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the ClosingClosing Date, other than such representations and warranties as are made as of another date, which shall be true and correct in all material respects as of such date (date; provided, however, that if any such portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.1(a6.1 (a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects); and all the agreements, and the undertakings, covenants and agreements obligations contained in this Agreement to be complied with by the Company Sonus and Acquisition on or before the Closing Date shall have been complied with in all material respects, and the Investor Target shall have received a certificate of the Company Sonus and Acquisition to such effect signed by a duly authorized officer thereof;.

Appears in 1 contract

Samples: Merger Agreement (Sonus Communication Holdings Inc)

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Company contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, other than such representations and warranties as are made as of another date, which shall be true and correct in all material respects as of such date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.1(a7.01(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and the covenants and agreements contained in this Agreement to be complied with by the Company on or before the Closing shall have been complied with in all material respects, and the Investor shall have received a certificate of the Company to such effect signed by a duly authorized officer thereof;

Appears in 1 contract

Samples: Investment Agreement (Corautus Genetics Inc)

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Representations and Warranties; Covenants and Agreements. The representations and warranties of the Company Investor contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Closing, with the same force and effect as if made as of the ClosingClosing Date, other than such representations and warranties as are made as of another date, which shall be true and correct in all material respects as of such date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.1(a7.2(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and the covenants and agreements contained in this Agreement to be complied with by the Company Investor on or before the Closing shall have been complied with in all material respects, and the Investor Company shall have received a certificate of from the Company Investor to such effect signed by a duly authorized officer thereof;; and

Appears in 1 contract

Samples: Investment Agreement (Corautus Genetics Inc)

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Company Purchaser contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made on and as of the ClosingClosing Date, other than such representations and warranties as are made as of another date, which shall be true and correct in all material respects as of such date (date; provided, however, that if any such portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.1(a6.01(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects); and all the agreements, and the undertakings, covenants and agreements obligations contained in this Agreement to be complied with by the Company Purchaser on or before the Closing Date or at the Closing shall have been complied with in all material respects, and the Investor Sellers shall have received a certificate of the Company Purchaser to such effect signed by a duly authorized officer thereof;.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Microdyne Corp)

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