Common use of Representations, Performance Clause in Contracts

Representations, Performance. The representations and warranties of Transferor contained in this Agreements and in the 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 (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 qualification) on and as of the Closing Date with the same effect as though made on and as of the Closing Date. Transferor shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to be performed or complied with by it prior to or on the Closing Date. Transferor shall have delivered to the Company a certificate, dated the Closing Date and signed by its duly authorized officers, to the foregoing effect.

Appears in 4 contracts

Samples: Capitalization Agreement (Thomas Industries Inc), Capitalization Agreement (Genlyte Group Inc), Capitalization Agreement (Genlyte Group Inc)

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Representations, Performance. The representations and warranties of Transferor the Buyer contained in this Agreements Agreement and in the 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, Effective Date 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 qualification) on and as of the Closing Date with the same effect as though made on at and as of the Closing Datesuch time. Transferor Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to be performed or complied with by it prior to or on the Closing Date. Transferor Buyer shall have delivered to the Company Seller a certificate, dated the Closing Date and signed by its duly authorized officersofficer, to the foregoing effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bovie Medical Corp), Asset Purchase Agreement (Bovie Medical Corp)

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Representations, Performance. The representations and warranties of Transferor Seller contained in this Agreements Agreement and in the 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 hereofEffective Date, 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 qualification) on and as of the Closing Date with the same effect as though made on and as of the Closing Date. Transferor Seller shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to be performed or complied with by it prior to or on the Closing Date. Transferor Seller shall have delivered to the Company Buyer a certificate, dated the Closing Date and signed by its duly authorized officersofficer(s), to the foregoing effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bovie Medical Corp), Asset Purchase Agreement (Bovie Medical Corp)

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