Common use of REPRESENTATIONS, WARRANTIES, COVENANTS, ETC Clause in Contracts

REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Parent contained in this Agreement, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Siebert Financial Corp), Asset Purchase Agreement (Siebert Financial Corp)

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REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Parent Seller contained in this AgreementAgreement and the Ancillary Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Parent Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it each of them on or prior to the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Siebert Financial Corp), Asset Purchase Agreement (Siebert Financial Corp)

REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Parent Seller contained in this AgreementAgreement and/or the other Transaction Documents to which it is a Party, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Parent Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it each of them on or prior to the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vista Holding Group, Corp.), Asset Purchase and Redemption Agreement (AMERICAN CRYOSTEM Corp)

REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Parent Company and Shareholder contained in this AgreementAgreement and/or the other related transaction documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other related transaction documents to be performed or complied with by it on or prior to the Closing Date.

Appears in 1 contract

Samples: Share Acquisition Agreement (Intelligent Highway Solutions, Inc.)

REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Parent Company and the Seller contained in this AgreementAgreement and/or the other Transaction Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other Transaction Documents to be performed or complied with by it each of them on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Power Corp)

REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Parent Company and the Seller contained in this Agreement, taken together with Agreement and/or the Exhibits and Schedules attached hereto, other Transaction Documents shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, and shall also be true and correct in all material respects on and as of the Closing closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other Transaction Documents to be performed or complied with by it each of them on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Power Corp)

REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Parent Purchaser contained in this Agreement, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Parent Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.. Exhibit 10.1

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Power Corp)

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REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Parent Purchaser contained in this AgreementAgreement and/or the other Transaction Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Parent Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other Transaction Documents to be performed or complied with by it on or prior to the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vista Holding Group, Corp.)

REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Parent Purchaser contained in this Agreement, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Parent Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Power Corp)

REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of SSRG and the Parent contained in this AgreementAgreement and/or the other Transaction Documents to which it is a Party, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and SSRG and the Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it each of them on or prior to the Closing Date.

Appears in 1 contract

Samples: Share Exchange Agreement (Magnolia Solar Corp)

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