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

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to CSI certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 7 contracts

Samples: Agreement and Plan of Organization (Comfort Systems Usa Inc), Agreement and Plan of Organization (Comfort Systems Usa Inc), Agreement and Plan of Organization (Comfort Systems Usa Inc)

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Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to CSI METALS certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 7 contracts

Samples: Agreement and Plan of Organization (Metals Usa Inc), Agreement and Plan of Organization (Metals Usa Inc), Agreement and Plan of Organization (Metals Usa Inc)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS Stockholders and the COMPANY Company contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS Stockholders and the COMPANY Company on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS Stockholders shall have delivered to CSI Home certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 6 contracts

Samples: Agreement and Plan of Organization (Homeusa Inc), Agreement and Plan of Organization (Homeusa Inc), Agreement and Plan of Organization (Homeusa Inc)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS Stockholders and the COMPANY Company contained in this Agreement Agreement, as amended or supplemented in accordance with Section 7.8, shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS Stockholders and the COMPANY Company on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS Stockholders shall have delivered to CSI LandCARE certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 6 contracts

Samples: Agreement and Plan of Organization (Landcare Usa Inc), Agreement and Plan of Organization (Landcare Usa Inc), Agreement and Plan of Organization (Landcare Usa Inc)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such datedates; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to CSI PARENT certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 5 contracts

Samples: Agreement and Plan (Nationwide Staffing Inc), Agreement and Plan (Nationwide Staffing Inc), Agreement and Plan (Nationwide Staffing Inc)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS STOCKHOLDER and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS STOCKHOLDER and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS STOCKHOLDER shall have delivered to CSI certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 3 contracts

Samples: Agreement and Plan of Organization (Comfort Systems Usa Inc), Agreement and Plan of Organization (Comfort Systems Usa Inc), Agreement and Plan of Organization (Comfort Systems Usa Inc)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to CSI certificates PC a certificate dated the Closing Date and the Funding and Consummation Date, respectively, Date and signed by them to such effect.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Medical Manager Corp), Agreement and Plan of Reorganization (Medical Manager Corp), Agreement and Plan of Reorganization (Medical Manager Corp)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this -45- Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to CSI certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Comfort Systems Usa Inc)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS Stockholders and the COMPANY Company contained in this Agreement Agreement, as amended or supplemented in accordance with Section 7.8, shall be true and correct in all material -35- respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS Stockholders and the COMPANY Company on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS Stockholders shall have delivered to CSI LandCARE certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Landcare Usa Inc)

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Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this -49- Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to CSI certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Comfort Systems Usa Inc)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the -49- Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to CSI METALS certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Metals Usa Inc)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding -40- and Consummation Date with the same effect as though such representations and warranties had been made on and as of such datedates; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to CSI PARENT certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

Appears in 1 contract

Samples: Agreement and Plan (Nationwide Staffing Inc)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS STOCKHOLDER and the each COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS STOCKHOLDER and the each COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS STOCKHOLDER shall have delivered to CSI certificates PC a certificate dated the Closing Date and the Funding and Consummation Date, respectively, Date and signed by them to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Medical Manager Corp)

Representations and Warranties; Performance of Obligations. All the representations and warranties of the STOCKHOLDERS STOCKHOLDER and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS STOCKHOLDER and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS STOCKHOLDER shall have delivered to CSI certificates PC a certificate dated the Closing Date and the Funding and Consummation Date, respectively, Date and signed by them to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Medical Manager Corp)

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