Representations, Covenants and Certificate Sample Clauses

Representations, Covenants and Certificate. (i) The Seller’s Fundamental Representations shall be true and correct in all respects (other than in de minimis respects) as of the Closing Date as though made on and as of such date and time (except to the extent that such representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date). The representations and warranties set forth in Sections 3.1(c)(i) and (ii) (No Conflicts) and Section 3.1(m) (Assets) shall be 00000000.00.XXXXXXXX 31. true and correct in all material respects as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation or warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date). The other representations and warranties of Seller set forth in Section 3.1 shall be true and correct (without giving effect to any “materiality” qualifiers, including “Material Adverse Effect”, contained therein) as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of any such representations and warranties to be so true and correct would not have a Material Adverse Effect.
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Representations, Covenants and Certificate. 17 ------------------------------------------ 5.2 Action or Proceedings......................... 18 --------------------- 5.3 Permits and Approvals......................... 18 --------------------- 5.4 Third Party Consents.......................... 18 -------------------- 5.5 EMPLOYMENT/COVENANT NOT TO COMPETE AGREEMENTS. 18 --------------------------------------------- 5.6 Approval of Merger............................ 18 ------------------ 5.7 Opinion of Counsel for ADAC................... 18 --------------------------- 5.8 Escrow Agreement.............................. 19 ---------------- 5.9 LEASE OF 00 XXXX & XXXXXXX XXXXX, XXXXXXXXXX, --------------------------------------------- MISSOURI.......................................... 19 -------- ARTICLE VI.......................................... 19
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Representations, Covenants and Certificate. 20 ------------------------------------------
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Representations, Covenants and Certificate. The representations and ------------------------------------------ warranties of ADAC and Subsidiary contained herein shall in all material respects be true as of the date of this Agreement and the Effective Time with the same effect as though made at the Effective Time; ADAC and Subsidiary each shall in all material respects have performed all obligations and complied with all covenants required to be performed or complied with by it prior to the Effective Time; and ADAC and Subsidiary shall each have delivered to X.X. Technical a certificate, dated the Closing Date and signed by its Chairman, a President, Vice President or the Chief Financial Officer, to such effect.
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Representations, Covenants and Certificate. The repre- ------------------------------------------
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Related to Representations, Covenants and Certificate

  • REPRESENTATIONS, COVENANTS AND WARRANTIES The Company represents, covenants and warrants as follows:

  • General Representations, Covenants and Warranties To induce each Revolving Credit Lender to establish the credit facility contemplated herein and to induce the Revolving Credit Lenders to provide loans and advances under the Revolving Credit (each of which loans shall be deemed to have been made in reliance thereupon) the Borrowers, in addition to all other representations, warranties, and covenants made by any Borrower in any other Loan Document, make those representations, warranties, and covenants included in this Agreement.

  • REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY The Company represents, covenants and warrants that:

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

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