Common use of Representations and Warranties True; Performance; Certificate Clause in Contracts

Representations and Warranties True; Performance; Certificate. (a) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given again at and as of the Closing Date; (b) Seller shall have performed and complied with all of its agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date; (c) The conditions set forth in this Section 8 have been fulfilled or satisfied, unless otherwise waived in writing by Buyer; and (d) Buyer shall have received a certificate, dated as of the Closing Date, signed and verified by an officer of Seller on behalf of Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b) above.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Ess Technology Inc), Asset Purchase Agreement (Popmail Com Inc), Asset Purchase Agreement (Wj Communications Inc)

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Representations and Warranties True; Performance; Certificate. (a) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given again at and as of the Closing Date; (b) Seller shall have performed and complied with all of its agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date; (c) The conditions set forth in this Section 8 10 have been fulfilled or satisfied, unless otherwise waived in writing by Buyer; and (d) Buyer shall have received a certificate, dated as of the Closing Date, signed and verified by an officer of Seller on behalf of Seller certifying to the matters set forth in Sections 8.1(a10.1(a) and 8.1(b10.1(b) above.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pointshare Corp)

Representations and Warranties True; Performance; Certificate. (a) The representations and warranties of Seller and each Stockholder contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given again at and as of the Closing Date; (b) Seller and each Stockholder shall have performed and complied with all of its agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date; (c) The conditions set forth in this Section 8 Article IX have been fulfilled or satisfied, unless otherwise waived in writing by BuyerPurchaser; and (d) Buyer Purchaser shall have received a certificatecertificate (the "Secretary's Certificate of Seller"), dated as of the Closing Date, signed and verified by an officer of Seller on behalf of Seller certifying to the matters set forth in Sections 8.1(a9.1(a), 9.1(b) and 8.1(b9.1(c) above.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Phoenix Technologies LTD)

Representations and Warranties True; Performance; Certificate. (a) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given again at and as of the Closing Date; (b) Seller shall have performed and complied with all of its agreements, covenants and conditions required by this Agreement to be performed or complied with by them it prior to or on the Closing Date; (c) The conditions set forth in this Section 8 9 have been fulfilled or satisfied, unless otherwise waived in writing by Buyer; and (d) Buyer shall have received a certificate, dated as of the Closing Date, signed and verified by an officer of Seller on behalf of Seller certifying to the matters set forth in Sections 8.1(a9.1(a) and 8.1(b9.1(b) above.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cobalt Group Inc)

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Representations and Warranties True; Performance; Certificate. (a) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given again at and as of the Closing Date; (b) Seller shall have performed and complied in all material respects with all of its agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date; (c) The conditions set forth in this Section 8 shall have been fulfilled or satisfied, unless otherwise waived in writing by Buyer; and (d) Buyer shall have received a certificate, dated as of the Closing Date, signed and verified by an officer of Seller on behalf of Seller certifying to the matters set forth in Sections 8.1(a), 8.1(b) and 8.1(b8.1(c) above.

Appears in 1 contract

Samples: Asset Purchase Agreement (New Valley Corp)

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