Representations, Warranties; Performance Sample Clauses

Representations, Warranties; Performance. Except as otherwise provided in this Agreement, the representations, and warranties made by Seller herein and in the Related Documents, shall be true and correct in all material respects as of the Execution Date and at and as of the Closing, with the same effect as though made on such date, and Seller shall have performed and complied, in all material respects, with the covenants in this Agreement and the Related Documents to be performed or complied with by Seller on or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of Seller dated as of the Closing Date, in the form of Exhibit 7.1, certifying to such compliance and completion with no changes noted therein. The conditions to Closing described above shall not be deemed unsatisfied, and Seller shall not be deemed to have failed to perform or comply with or to be in breach or default of any representation, warranty or covenant in this Agreement unless, following written notice of such unsatisfied condition, breach or default, the condition remains unsatisfied, or the breach or default remains uncured, until the Closing.
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Representations, Warranties; Performance. The representations and warranties made by Sellers herein and in the Related Documents, as supplemented by Sellers, prior to the Closing Date, shall be true and correct in all material respects at and as of the Closing, with the same effect as though made on such date except to the extent the same specifically relate to the Effective Date hereof or another specified date in which case such representations and warranties shall be true and correct as of the date so made, and except for changes as permitted or contemplated by this Agreement or as contemplated by Section 6.2 hereof. Sellers shall have performed and complied with all covenants required by this Agreement and the Related Documents to be performed and complied with by Sellers prior to the Closing in all material respects. Sellers shall deliver to Purchaser at Closing a certificate of each Seller executed by an officer of each Seller certifying to such compliance and completion.
Sample 1
Representations, Warranties; Performance. The representations, warranties and covenants made by Seller herein and in the Related Documents, shall be true and correct in all material respects as of the Effective Date and at and as of the Closing, with the same effect as though made on such date. To the extent Seller notifies Purchaser during the term of this Agreement of any changes in conditions that change Seller's representations, warranties and covenants since the Effective Date, and such changes, in Purchaser's reasonable opinion, result in a Material Adverse Change to the Assets, Seller shall have the right to cause the Closing for the Facility experiencing such Material Adverse Change to be extended pursuant to Section 12.18 to enable Seller at Seller's sole cost and expense to remedy such condition or give Purchaser the right to terminate this Agreement with respect to the Facility experiencing such Material Adverse Change. Seller shall have delivered to Purchaser a certificate of Seller dated as of the Closing Date, in the form of attached Exhibit 8.1 certifying to such compliance and completion. The conditions to Closing described above shall not be deemed unsatisfied, and Seller shall not be deemed to have failed to perform or comply with or to be in breach or default of any representation, warrant or covenant in this Agreement, unless and until the condition remains unsatisfied, or the breach or default remains uncured for a period of ten (10) days following written notice of such unsatisfied condition, breach or default (as the case may be).
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Related to Representations, Warranties; Performance

  • Representations and Warranties; Performance All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.

  • Representations and Warranties; Performance of Agreements Company shall have delivered to Agent an Officers' Certificate, in form and substance satisfactory to Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent and Requisite Lenders.

  • Representations and Warranties; Performance of Covenants All the -------------------------------------------------------- covenants, terms and conditions of this Agreement to be complied with and performed by GBB on or before the Closing Date shall have been complied with and performed in all material respects. Each of the representations and warranties of GBB contained in Article 5 hereof shall have been true and correct in all material respects (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be true and correct in all respects) on and as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date or for changes expressly contemplated by this Agreement) on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date. It is understood and acknowledged that the representations being made on and as of the Closing Date shall be made without giving effect to any update with respect to the GBB Lists in accordance with Section 7.2(c).

  • Representations and Warranties; Performance of Obligations All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to METALS certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

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