Common use of Representations; Warranties; Covenants Clause in Contracts

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of the Companies and the Stockholders contained in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing; and each Company and each of the Stockholders shall, on or before the Closing, have performed all of their obligations hereunder which by the terms hereof are to be performed on or before the Closing.

Appears in 3 contracts

Samples: Stock and Asset Purchase Agreement (Mac-Gray Corp), Non Competition Agreement (Mac-Gray Corp), Non Competition Agreement (Mac-Gray Corp)

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Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of the Companies Company and the Stockholders contained in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing; and each the Company and each of the Stockholders shall, on or before the Closing, have performed in all material respects all of their obligations hereunder which by the terms hereof are to be performed on or before the Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mac-Gray Corp), Non Competition Agreement (Mac-Gray Corp)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of the Companies and the Stockholders Company contained in this Agreement Sections 2 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true in all respects) both when made and at and as of the date of this Agreement Closing, as though made at and as of the Closing Date as though (except to the extent expressly made on and as of the Closinga specified date, which shall be true and correct in all materials respects as of such date); and each the Company and each of the Stockholders shall, on or before the Closing, have performed all of their its obligations hereunder which by the terms hereof are to be performed on or before the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of the Companies and the Stockholders Company contained in this Agreement Section 2 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing; and each the Company and each of the Stockholders Principal Stockholder shall, on or before the Closing, have performed in all material respects all of their obligations hereunder which by the terms hereof are to be performed on or before the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mac-Gray Corp)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of the Companies Company and the Stockholders Shareholders contained in Sections 2 and 2A shall be true and correct as of the date of this Agreement shall be and true and correct in all material respects (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true in all respects) at and as of the date of this Agreement Closing, as though made at and as of the Closing Date as though (except to the extent expressly made on and as of the Closinga specified date, which shall be true and correct in all materials respects as of such date); and each the Company and each of the Stockholders Shareholders shall, on or before the Closing, have performed all of their obligations hereunder hereunder, or the same shall have been waived in writing by Buyer, which by the terms hereof are to be performed on or before the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perini Corp)

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Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of the Companies Company and the Stockholders Principal Shareholders contained in this Agreement qualified as to materiality or “material adverse effect” and the representations and warranties contained in Section 2.3 shall be true and correct in all respects and each of the representations and warranties of the Company and the Principal Shareholders contained in this Agreement not so qualified shall be true and correct in all material respects as of the Closing Date (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true in all respects) speak specifically as of the date of this Agreement and hereof or as of the Closing Date as though made on another date, which shall be true and correct in all material respects as of the Closingsuch date); and each the Company and each of the Stockholders Principal Shareholders shall, on or before the Closing, have performed in all material respects all of their obligations hereunder which by the terms hereof are to be performed on or before the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ign Entertainment Inc)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of the Companies Company and the Stockholders contained in this Agreement Sections 3 and 4 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing; (except for such representations and each warranties that are as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date); and the Company and each of the Stockholders shall, on or before the Closing, have performed in all material respects all of their obligations hereunder which by the terms hereof are to be performed on or before the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Outdoor Communications Inc /De/)

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