Common use of Representations; Warranties; Covenants Clause in Contracts

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer contained in Section 5 shall be true and correct as though made on and as of the Second Closing Date; Buyer shall, on or before the Second Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Second Closing; and Buyer shall have delivered to the Sellers a certificate of the Chief Executive Officer, President or Treasurer of Buyer dated as of the Second Closing Date to such effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Segue Software Inc), Asset Purchase Agreement (Segue Software Inc)

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Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer contained in Section 5 shall be true and correct as though made on and as of the Second First Closing Date; Buyer shall, on or before the Second Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Second First Closing; and Buyer shall have delivered to the Sellers a certificate of the Chief Executive Officer, President or Treasurer of Buyer dated as of the Second First Closing Date to such effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Segue Software Inc), Asset Purchase Agreement (Segue Software Inc)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer contained in Section 5 shall be true and correct as though made on and as of the Second Closing Date; Buyer shall, on or before the Second Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Second Closing; and Buyer shall have delivered to the Sellers a certificate of the Chief Executive Officer, President or Treasurer of Buyer dated as of the Second Closing Date to such effect.

Appears in 2 contracts

Samples: Merger Agreement (Segue Software Inc), Merger Agreement (Segue Software Inc)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer Purchaser contained in Section 5 shall be true and correct as though made on and as of the Second Closing Date; Buyer Purchaser shall, on or before the Second ClosingClosing Date, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Second Closing; and Buyer shall have delivered to the Sellers a certificate of the Chief Executive Officer, President or Treasurer of Buyer dated as of the Second Closing Date to such effectDate.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Epoch Pharmaceuticals Inc), Asset Purchase Agreement (Saigene Corp)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer contained in Section 5 4 shall be true and correct as though made on and as of the Second Closing Date; Buyer shall, on or before the Second Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Second Closing; and Buyer shall have delivered to the Sellers Company and the Principal Stockholder a certificate of the Chief Executive Officer, President or Treasurer any Vice President of Buyer dated as of on the Second Closing Date to such effect.

Appears in 1 contract

Samples: Merger Agreement (Primix)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer contained in Section 5 shall be true and correct in all material respects as though made on and as of the Second Closing DateClosing; Buyer shall, on or before the Second Closing, have performed in all material respects all of its obligations hereunder which by the terms hereof are to be performed on or before the Second Closing; and Buyer shall have delivered to the Sellers Company and the Stockholders a certificate of the Chief Executive Officer, President or Treasurer of Buyer dated as on the Closing and executed on behalf of the Second Closing Date Buyer to such effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monroe Inc)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer contained in Section 5 shall be true and correct in all material respects as though made on and as of the Second Closing DateClosing; Buyer shall, on or before the Second Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Second Closing; and Buyer shall have delivered to the Sellers Company and the Stockholders a certificate of the Chief Executive Officer, President or Treasurer any Vice President of Buyer dated as of on the Second Closing Date to such effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monroe Inc)

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Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer contained in Section 5 Article IV shall be true and correct as though made on and as of the Second Closing DateDate in all material respects; Buyer shall, on or before the Second Closing, have performed all of its obligations covenants and agreements hereunder which by the terms hereof are to be performed on or before the Second Closing; and Buyer shall have delivered to the Sellers EnzyMed a certificate of the Chief Executive Officer, President or Treasurer Financial Officer of Buyer dated as of the Second Closing Date to such effect.

Appears in 1 contract

Samples: Merger Agreement (Albany Molecular Research Inc)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer contained in Section 5 shall be true and correct in all material respects as though made on and as of the Second Closing DateClosing; Buyer shall, on or before the Second Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Second Closing; and Buyer shall have delivered to the Sellers Company and the Holders a certificate of the Chief Executive Officer, President or Treasurer any Vice President of Buyer dated as of on the Second Closing Date to such effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nextera Enterprises Inc)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer contained in Section 5 shall be true and correct as though made on and as of the Second Closing DateDate in all material respects; Buyer shall, on or before the Second Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Second ClosingClosing (except where the failure to so perform would not have a material adverse effect on Buyer or Merger Sub); and Buyer shall have delivered to the Sellers a certificate of the Chief Executive Officer, President or Treasurer of Buyer dated as of the Second Closing Date to such effect.

Appears in 1 contract

Samples: Merger Agreement (Segue Software Inc)

Representations; Warranties; Covenants. Each of the -------------------------------------- representations and warranties of Buyer Purchaser contained in Section 5 shall be true and correct in all material respects as though made on and as of the Second Closing DateClosing; Buyer Purchaser shall, on or before the Second Closing, have performed in all material respects all of its obligations hereunder which by the terms hereof are to be performed on or before the Second Closing; and Buyer Purchaser shall have delivered to the Sellers Company and the Stockholders a certificate of the Chief Executive Officer, President or Treasurer of Buyer Purchaser dated as of on the Second Closing Date to such effect.

Appears in 1 contract

Samples: Merger Agreement (Chronimed Inc)

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