Common use of Representations and Warranties; Covenants Clause in Contracts

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Chell Group Corp), Warrant Purchase Agreement (McMS Inc /De/), Purchase Agreement (Cobalt Group Inc)

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Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 7 contracts

Samples: Stock Purchase Agreement (GTCR Fund Vii Lp), The Stock Purchase Agreement (TNS Inc), Purchase Agreement (VeriFone Holdings, Inc.)

Representations and Warranties; Covenants. The representations and warranties contained in Section SECTION 5 hereof shall be true and correct in all material respects at and as of the Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Closing.

Appears in 5 contracts

Samples: Purchase Agreement (Digitalnet Holdings Inc), Unit Purchase Agreement (Prestige Brands International, Inc.), Unit Purchase Agreement (Tsi Finance Inc)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 4 contracts

Samples: Purchase Agreement (L90 Inc), Note and Warrant Purchase Agreement (Zytec Corp /Mn/), Purchase Agreement (L90 Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 6 hereof shall be true and correct in all material respects at and as of the Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Closing.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Si International Inc), Stock Purchase Agreement (Si International Inc), Stock Purchase Agreement (Allegiance Telecom Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Closing.

Appears in 3 contracts

Samples: Stock Purchase Agreement (NPMC Holdings, LLC), Unit Purchase Agreement (Solera Holdings LLC), Unit Purchase Agreement (Solera Holdings LLC)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 6 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Rural Cellular Corp), Purchase Agreement (Esquire Communications LTD), Preferred Stock Purchase Agreement (Madison Dearborn Capital Partners Iii Lp)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 4 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions execution, delivery and performance of the agreements expressly contemplated hereinreferred to in this Section 2, and the Company shall have --------- performed in all material respects all of the covenants and agreements required to be performed by it hereunder prior to or at the Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ziff Davis Media Inc), Stock Purchase Agreement (Ziff Davis Media Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section SECTION 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tsi Finance Inc), Purchase Agreement (Citadel Computer Systems Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of on the Closing as though then madedate hereof, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closingdate hereof.

Appears in 2 contracts

Samples: Amended and Restated Unit Purchase Agreement (Solera Holdings LLC), Amended and Restated Unit Purchase Agreement (Solera Holdings LLC)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, made and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 2 contracts

Samples: Purchase Agreement (Bankvest Capital Corp), Purchase Agreement (Bankvest Capital Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated hereinClosing, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Gulfstream International Group Inc), Stock Purchase Agreement (International Cosmetics Marketing Co)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it them hereunder prior to the Closing.

Appears in 2 contracts

Samples: Purchase Agreement (United Usn Inc), Purchase Agreement (United Usn Inc)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 7 and 8 hereof shall be true and correct in all material respects at and as of the Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Focal Communications Corp), Stock Purchase Agreement (Focal Communications Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section SECTION 5 hereof shall be true and correct in all material respects at and as of the First Closing as though then made, except to the extent of changes caused by expressly contemplated herein resulting from the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Corechange Inc), Purchase Agreement (Corechange Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, ; and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Closing.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Global Vacation Group Inc), Equity Purchase Agreement (Thayer Equity Investors Iii Lp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing Effective Date as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, made and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Investment Agreement (Allied Riser Communications Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 6 hereof shall be true and correct in all material respects at and as of the Tranche I Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it them hereunder prior to the Tranche I Closing.

Appears in 1 contract

Samples: Purchase Agreement (United Usn Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated hereinFirst Closing, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the First Closing.

Appears in 1 contract

Samples: Purchase Agreement (Hines Holdings Inc)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Purchase Agreement (Zefer Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then madeClosing, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jennifer Convertibles Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof (as modified by the Subsequent Closing Disclosure Schedules) shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated hereinsuch Subsequent Closing, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the such Subsequent Closing.

Appears in 1 contract

Samples: Purchase Agreement (Hines Holdings Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 Sections 6 and 7 hereof shall be true and correct in all material respects at and as of the date hereof and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated hereinDate, and the Company and the Sellers shall have performed in all material respects all of the covenants required to be performed by it the Company and the Sellers hereunder prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lower Road Associates LLC)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, made and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Seabright Insurance Holdings Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 4 and Section 6 hereof shall be true and correct in all material respects at and as of the 3 Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company and the Purchaser shall have performed in all material respects all of the covenants required to be performed by it them hereunder prior to the Initial Closing.

Appears in 1 contract

Samples: Purchase Agreement (Divine Interventures Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 4 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Purchase Agreement (Paradise Music & Entertainment Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 6 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions execution, delivery and performance of the agreements expressly contemplated hereinreferred to in this Section 2, and the Company shall have performed in all material respects all of the covenants and agreements required to be performed by it hereunder prior to or at the Closing.

Appears in 1 contract

Samples: Subscription Agreement (Great Lakes Dredge & Dock Corp)

Representations and Warranties; Covenants. The representations and ----------------------------------------- warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of --------- the Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, ; and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Closing.

Appears in 1 contract

Samples: Equity Purchase Agreement (Iconixx Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof (or, in the case of the Company, Section 7C hereof) shall be true and correct in all material respects at and as of the applicable Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company (or, in the case of the Company, each Purchaser) shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the applicable Closing.

Appears in 1 contract

Samples: Purchase Agreement (Nanosphere Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated hereinrepresentations and warranties speak to an earlier date, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Series C Preferred Stock Purchase Agreement (Antec Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 4 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cinemark Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by 5 the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Purchase Agreement (Masada Security Holdings Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 6 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to made and as though the extent Closing Date was substituted for the date of changes caused by the transactions expressly contemplated hereinthis Agreement throughout such representations and warranties, and each of the Company and Adam Xxxxx Xxxlty shall have performed in all material respects all of the covenants required to be performed by it such Seller hereunder prior to the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lower Road Associates LLC)

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Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Commerce Online Inc)

Representations and Warranties; Covenants. The representations and ----------------------------------------- warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of --------- the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, ; and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Equity Purchase Agreement (Iconixx Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the such Closing as though then made, except to the extent of changes caused but excluding any disclosures made by the transactions expressly contemplated hereinCompany as provided in Section 3.02 hereof, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the such Closing.

Appears in 1 contract

Samples: Purchase Agreement (Ameritrade Holding Corp)

Representations and Warranties; Covenants. The representations and warranties of the Company contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Contribution and Exchange Agreement (Cinemark Usa Inc /Tx)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated hereinClosing, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Purchase Agreement (Hines Holdings Inc)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section Sections 4 and 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, (except to the extent of changes caused by the transactions expressly contemplated herein), and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Equity Purchase Agreement (Comple Tel LLC)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Purchase Agreement (Appnet Systems Inc)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as --------- of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Subscription Agreement (Penncorp Financial Group Inc /De/)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section Sections 5 and 6 hereof shall be true and correct in all material respects at and as of the Closing as though then made, made (without giving effect to any disclosures made by the Company or the Current Owners after the date hereof and except to the extent of changes caused by the transactions expressly contemplated herein), and the Company and the Current Owners shall have performed in all material respects all of the covenants required to be performed by it them hereunder prior to the Closing.

Appears in 1 contract

Samples: Recapitalization Agreement (Anthony Crane Holdings Capital Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Commerce Online Inc)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing or subsequent closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the ClosingClosing or subsequent closing, as the case may be.

Appears in 1 contract

Samples: Purchase Agreement (Answer Think Consulting Group Inc)

Representations and Warranties; Covenants. The representations and ----------------------------------------- warranties contained in Section 5 hereof shall be true and correct in all --------- material respects at and as of the Subsequent Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.except:

Appears in 1 contract

Samples: Equity Purchase Agreement (Iconixx Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the such Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the such Closing.

Appears in 1 contract

Samples: Series C Preferred Stock Purchase Agreement (Greatfood Com Inc)

Representations and Warranties; Covenants. The ----------------------------------------- representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: 11 Purchase Agreement (Corinthian Colleges Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 and Section 6 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and Sellers and the Company shall have performed in all material respects all of the covenants required to be performed by it such party hereunder prior to the Closing.

Appears in 1 contract

Samples: Purchase Agreement (Desa Holdings Corp)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 Article IV hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Stock and Option Purchase Agreement (Chadbourne Corp Et Al)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated hereinherein and except as disclosed in the Loan Agreement, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: 3 Purchase Agreement (Answer Think Consulting Group Inc)

Representations and Warranties; Covenants. The representations and warranties of the Company contained in Section 5 hereof shall continue to be true and correct in all material respects at and as of the Closing Closing, as though then mademade again, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Steel Dynamics Inc)

Representations and Warranties; Covenants. The representations ----------------------------------------- and warranties contained in Section 5 6 hereof shall will be true and correct in all material respects at and as of the Closing Date as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall will have performed in all material respects all of the covenants required to be performed by it hereunder prior to the ClosingClosing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chippac LTD)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Purchase Agreement (Digital Entertainment Network Inc)

Representations and Warranties; Covenants. The representations and warranties contained in Section 5 6 hereof shall be true and correct in all material respects at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Oregon Baking Co Dba Marsee Baking)

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