Common use of Representations, Performance, etc Clause in Contracts

Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Trademark Assignment Agreement in Section 3.2 shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualifications) on and as of the Closing Date with the same effect as through made at and as of such time. The Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement to be performed or complied with by them prior to or on the Closing Date. The Buyer shall have delivered to MD Industries a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Trademark Assignment Agreement in Section 3.2 Ancillary Agreements (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualificationsqualification) on and as of the Closing Date with the same effect as through though made at and as of such time. The Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement Ancillary Agreements to be performed or complied with by them it prior to or on the Closing Date. The Buyer shall have delivered to MD Industries the Seller a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Trademark Assignment Agreement in Section 3.2 Collateral Agreements (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualificationsqualification) on and as of the Closing Date with the same effect as through though made at and as of such time. The Buyer shall have duly performed and complied in all material respects with all agreements agreements, covenants and conditions required by this Agreement and the Trademark Assignment Agreement Collateral Agreements to be performed or complied with by them it prior to or on the Closing Date. The Buyer shall have delivered to MD Industries Seller a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer contained in Section 3.2 of this Agreement and the Trademark Assignment Agreement in Section 3.2 Collateral Agreements shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualifications) on and as of the Closing Date with the same effect as through made at and as of such time. The Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement Collateral Agreements to be performed or complied with by them it prior to or on the Closing Date, including payment of the Purchase Price. The Buyer shall have delivered to MD Industries Maxxim a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Trademark Assignment Agreement Collateral Agreements in Section 3.2 4.2 (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualificationsqualification) on and as of the Closing Date with the same effect as through though made at and as of such time. The Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement Collateral Agreements to be performed or complied with by them it prior to or on the Closing Date. The Buyer shall have delivered to MD Industries the Sellers a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer TAS contained in this Agreement and the Trademark Assignment Agreement in Section 3.2 Ancillary Agreements (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualificationsqualification) on and as of the Closing Date with the same effect as through though made at and as of such timetime except to the extent such representations and warranties speak of a date or period certain. The Buyer TAS shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement Ancillary Agreements to be performed or complied with by them it prior to or on the Closing Date. The Buyer TAS shall have delivered to MD Industries Neptune a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Trademark Assignment Agreement in Section 3.2 herein (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualificationsqualification) on and as of the Closing Date with the same effect as through though made at and as of such timethe Closing Date. The Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement to be performed or complied with by them it prior to or on the Closing Date. The Buyer shall have delivered to MD Industries a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer Seller and Parent contained in this Agreement and the Trademark Assignment Agreement in Section 3.2 herein (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualificationsqualification) on and as of the Closing Date with the same effect as through though made at on and as of such timethe Closing Date. The Buyer Seller and Parent shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement to be performed or complied with by them prior to or on the Closing Date. The Buyer shall have delivered to MD Industries a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer Sellers contained in this Agreement and in the Trademark Assignment Agreement in Section 3.2 Collateral Agreements (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualificationsqualification) on and as of the Closing Date with the same effect as through made at and as of such timeDate. The Buyer Each Seller shall have duly performed and complied in all material respects with all agreements and conditions required by under this Agreement and each of the Trademark Assignment Agreement Collateral Agreements to be performed or complied with by them it prior to or on the Closing Date. The Buyer Each Seller shall have delivered to MD Industries the Buyer a certificate, dated the Closing Date and signed by its duly authorized officerofficers, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Trademark Assignment Agreement Collateral Agreements in Section 3.2 shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualifications) on and as of the Closing Date with the same effect as through made at and as of such time. The Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement Collateral Agreements to be performed or complied with by them prior to or on the Closing Date. The Buyer shall have delivered to MD Industries Medi-Flex a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Trademark Assignment Agreement Collateral Agreements in Section 3.2 shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualifications) on and as of the Closing Date with the same effect as through made at and as of such time. The Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement Collateral Agreements to be performed or complied with by them prior to or on the Closing Date. The Buyer shall have delivered to MD Industries Acme a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.

Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Trademark Assignment Agreement in Section 3.2 Ancillary Agreements (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualificationsqualification) on and as of the Closing Date with the same effect as through though made at and as of such time. The Buyer shall have duly performed and complied in all material respects with all agreements agreements, covenants and conditions required by this Agreement and the Trademark Assignment Agreement Ancillary Agreements to be performed or complied with by them it prior to or on the Closing Date. The Buyer shall have delivered to MD Industries the Seller a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.