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 Seller and Leaseco 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 and Leaseco 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 6 contracts
Samples: Split Off Agreement (Cromwell Uranium Corp.), Split Off Agreement (Ethanex Energy, Inc.), Split Off Agreement (GoFish Corp.)
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.), Merger Agreement (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 (Foothills Resources Inc), Split Off Agreement (Atlantic Wine Agencies Inc), Split Off Agreement (Compuprint Inc)
Representations and Warranties; Performance. All The representations and warranties of Buyer contained Purchaser set forth in this Agreement shall have been true be true, correct and correct, in all material respects, when made and shall be true and correct, in all material respects, at and complete as of the Closing, with the same effect Closing Date (as though such representations and warranties were made anew at and as of such date) except with respect to the Closing. Buyer effect of transactions specifically permitted by the provisions of this Agreement, and Purchaser shall have duly performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, respects all agreements and covenants herein required by this Agreement to be performed by Purchaser on or complied with or satisfied by Buyer at or prior to before the ClosingClosing Date.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Home Solutions of America Inc), Asset Purchase Agreement (Dynacq Healthcare Inc), Asset Purchase Agreement (Tower Tech 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 (Nevada Gold Holdings, Inc.), Split Off Agreement (Crownbutte Wind Power, 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: Split Off Agreement (Venture Vanadium Inc.), Split Off Agreement (Computron, Inc.)
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 and 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, Closing with the same effect as though such representations and warranties were made at and as of the Closing. Buyer Seller 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 them 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 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 The representations and warranties of Buyer Seller contained in this Agreement shall have been true and correct, correct in all material respects, respects when made and shall be true and correct, correct in all material respects, respects at and as of the ClosingClosing as if made on such time, 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, obligations required by this Agreement to be performed or complied with or satisfied by Buyer at Seller on or prior to the ClosingClosing Date.
Appears in 1 contract
Representations and Warranties; Performance. All Each of the representations and warranties of Buyer contained in this Agreement shall have been be true and correct, correct in all material respectsrespects as of the date of this Agreement, when made and shall be true and correct, correct in all material respects, at and respects as of the ClosingClosing Date, with the same force and effect as though such representations and warranties were if made at and again as of the ClosingClosing Date. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, respects with all agreements and conditions required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to before the Closing, including payment of the Purchase Price and all other documents required by this Agreement to be delivered by Buyer at the Closing, all reasonably acceptable to Seller.
Appears in 1 contract
Samples: Equipment Purchase Agreement (Harvard Industries 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 at or prior to the Closing.
Appears in 1 contract
Representations and Warranties; Performance. All The representations and warranties of Buyer Purchaser contained in this Agreement shall have been true and correct, correct in all material respects, respects when made and shall be true and correct, correct in all material respects, respects at and as of the ClosingClosing as if made on such time, 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, obligations required by this Agreement to be performed or complied with or satisfied by Buyer at Purchaser on or prior to the ClosingClosing Date.
Appears in 1 contract
Representations and Warranties; Performance. All The representations and warranties of Buyer contained Purchasers set forth in this Agreement shall have been be true and correct, correct in all material respects, when made and Purchasers shall be true and correct, have duly performed 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 respects all covenants and agreements and satisfied all conditions, in all material respects, covenants herein required by this Agreement to be performed by Purchasers on or complied with or satisfied by Buyer at or prior to before the ClosingClosing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Harrell Hospitality Group Inc)
Representations and Warranties; Performance. All Each of the representations and warranties of made by Buyer contained in this Agreement shall have been herein will be true and correct, correct in all material respects, when made and shall be true and correct, in all material respects, at and respects as of the Closing, Closing with the same effect as though such representations and warranties were made at and as of the Closing. that time except for changes contemplated, permitted, or required by this Agreement; Buyer shall will have performed and complied with all covenants agreements, covenants, and agreements and satisfied all conditions, in all material respects, conditions required by this Agreement to be performed or and complied with or satisfied by Buyer at or it prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Praegitzer Industries Inc)