Common use of Representations and Warranties; Performance Clause in Contracts

Representations and Warranties; Performance. All representations and warranties of Seller and Split-Off Subsidiary 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. Seller and Split-Off Subsidiary 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 them at or prior to the Closing.

Appears in 42 contracts

Samples: Split Off Agreement (Aptorum Group LTD), Split Off Agreement, Split Off Agreement

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Representations and Warranties; Performance. All representations and warranties of Seller and Split-Off the Subsidiary 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. Seller and Split-Off Subsidiary 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 them at or prior to the Closing.

Appears in 2 contracts

Samples: Split Off Agreement, Split Off Agreement (Hygeialand Biomedical Corp)

Representations and Warranties; Performance. All representations and warranties of Seller Company and Split-Off the Subsidiary 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. Seller Company and Split-Off Subsidiary 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 them at or prior to the Closing.

Appears in 1 contract

Samples: Equity Transfer Agreement (I-on Digital Corp.)

Representations and Warranties; Performance. All representations and warranties of Seller and Split-Off Subsidiary each of the Subsidiaries 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. Seller and Split-Off Subsidiary the Subsidiaries 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 them at or prior to the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Atlantic Wine Agencies Inc)

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Representations and Warranties; Performance. All representations and warranties of Seller and Split-Off Subsidiary 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. Seller and Split-Off Subsidiary 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 them at or prior to the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Modigene Inc.)

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