Representations and Warranties; Performance. All representations and warranties of Buyer 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.
Appears in 50 contracts
Samples: Split Off Agreement (Aptorum Group LTD), Split Off Agreement, Split Off Agreement
Representations and Warranties; Performance. All representations and warranties of Buyer Seller 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, at and as of the Closing, Closing with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer them at or prior to the Closing.
Appears in 10 contracts
Samples: Spin Off Agreement (MEDCAREERS GROUP, Inc.), Spin Off Agreement (Gratitude Health, Inc.), Share Exchange Agreement (Tixfi Inc.)
Representations and Warranties; Performance. All representations and warranties of Buyer Buyers 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Buyers shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer Buyers at or prior to the Closing.
Appears in 6 contracts
Samples: Split Off Agreement, Spin Off Agreement (EXOlifestyle, Inc.), Agreement and Plan of Merger (Invivo Therapeutics Holdings Corp.)
Representations and Warranties; Performance. All representations and warranties of Buyer 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Purchaser shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer Purchaser at or prior to the Closing.
Appears in 4 contracts
Samples: Split Off Agreement (Atlantic Wine Agencies Inc), Split Off Agreement (Foothills Resources Inc), Split Off Agreement (Goldstrike Inc)
Representations and Warranties; Performance. All representations and warranties of Buyer 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Buyers shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer Buyers at or prior to the Closing.
Appears in 3 contracts
Samples: Split Off Agreement (Lifeapps Digital Media Inc.), Split Off Agreement (Crownbutte Wind Power, Inc.), Split Off Agreement (Nevada Gold Holdings, Inc.)
Representations and Warranties; Performance. All representations and warranties of Buyer 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by the Buyer at or prior to the Closing.
Appears in 2 contracts
Samples: Split Off Agreement (Vitaxel Group LTD), Split Off Agreement (China Energy Technology Corp., Ltd.)
Representations and Warranties; Performance. All representations and warranties of Buyer 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, at and as of the Closing, Closing with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer them at or prior to the Closing.
Appears in 2 contracts
Samples: Splitoff Agreement (Venture Vanadium Inc.), Split Off Agreement (Computron, Inc.)
Representations and Warranties; Performance. All representations and warranties of Buyer Buyers and the LLC 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Buyers and LLC shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer Buyers and LLC at or prior to the Closing.
Appears in 1 contract
Samples: Split Off Agreement (Modigene Inc.)
Representations and Warranties; Performance. All representations and warranties of each Buyer 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Buyers shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer the Buyers at or prior to the Closing.
Appears in 1 contract
Representations and Warranties; Performance. All representations and warranties of Buyer Seller 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer the Seller at or prior to the Closing.
Appears in 1 contract
Representations and Warranties; Performance. All representations and warranties of Buyer seller 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.
Appears in 1 contract
Representations and Warranties; Performance. All representations and warranties of Buyer and Shareholders 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, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer and Shareholders shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer and the Shareholders at or prior to the Closing.
Appears in 1 contract