Truth of Representations and Warranties and Performance of Covenants Sample Clauses

Truth of Representations and Warranties and Performance of Covenants. Each of: (a) the representations and warranties of the Purchaser made in Section 4.1 will have been true and accurate in all respects on the date hereof and will be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date and as though the term “Closing Date” was substituted for the terms “the date hereof”, “the date of this Agreement” or similar terms throughout such representations and warranties; and (b) the covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects and the Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement, and the Vendors will have received a certificate confirming the foregoing, signed for and on behalf of the Purchaser, in form and substance reasonably satisfactory to the Vendors (the “Purchaser's Closing Certificate”). The receipt of the Purchaser's Closing Certificate and the consummation of Closing will not constitute a waiver by the Vendors or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon delivery of the Purchaser's Closing Certificate, the representations and warranties of the Purchaser will be deemed to have also been made on and as of the Closing Date and as though the term “Closing Date” was substituted for the terms “the date hereof” and “the date of this Agreement” or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser's Closing Certificate.
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Truth of Representations and Warranties and Performance of Covenants. Each of: (i) (A) Vendor’s Core Representations in Sections 3.1(a), 3.1(f), 3.1(g), 3.1(qq), 4.1(a), 4.1(d), 4.1(e), 4.1(f), 4.1(g), 4.2(a), 4.2(d) and 4.2(e) will be true and accurate in all respects (except in the case of Section 3.1(f), for de minimus inaccuracies) on the Closing Date with the same force and effect as if made at and as of the Closing Date (except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties will have been true and correct as of such earlier date), and (B) Vendor’s Core Representations in Sections 3.1(b), 3.1(c)(i), 3.1(q), 4.1(b)(i) and 4.2(b)(i) will be true and accurate in all material respects on the Closing Date with the same force and effect as if made at and as of the Closing Date (except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties will have been true and correct in all material respects as of such earlier date); (ii) all other representations and warranties of Vendor and Parent made pursuant to this Agreement will be true and accurate in all respects (disregarding for purposes of this Section 7.1(a)(ii) any materiality or Material Adverse Effect qualification contained in any such representation or warranty, other than the phrase “Material Contract”) on the Closing Date with the same force and effect as if made at and as of the Closing Date (except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties will have been true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all respects, has not had, individually or in the aggregate, a Material Adverse Effect; (iii) the covenants contained in this Agreement to be performed by Vendor and Parent on or before the Closing Date will have been performed in all material respects and neither Vendor nor Parent will be in material breach, default or violation of any agreement on its part contained in this Agreement; and Purchaser will have received certificates confirming the foregoing from each of Vendor and Parent, signed by a senior officer or director of each of Vendor and Parent, in each case in form and substance reasonably satisfactory to Purchaser (together, the ”Vendor’s Closing Certificates”). Upon the delivery of Vendor’...
Sample 1
Truth of Representations and Warranties and Performance of Covenants. (i) the Purchaser Core Representations shall be true and accurate in all respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date (unless such representations and warranties speak as of an earlier date, in which case they need only be true and correct as of such earlier date); and (ii) the covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects.
Sample 1
Truth of Representations and Warranties and Performance of Covenants. Each of: (i) the representations and warranties of Purchaser contained in Sections 4.1(a) (Formation and Qualification), 4.1(b) (Validity of Agreement), 4.1(c) (Execution and Binding Obligation) and 4.1(i) (No Brokers), must be true and correct in all respects, except for de minimis inaccuracies, as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be true and correct as of that date; (ii) the other representations and warranties of Purchaser contained in this Agreement must be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date, provided that if a representation and warranty is qualified by materiality, it must be true and correct in all respects after giving effect to such qualification except for any inaccuracies which would not have a material and adverse impact on Purchaser's ability to consummate the transactions contemplated by this Agreement; and (iii) the covenants contained in this Agreement to be performed by Purchaser on or prior to the Closing Date shall have been performed in all material respects, 57 and Sellers shall have received a certificate confirming the foregoing, signed by a senior officer or director of Purchaser, in form and substance reasonably satisfactory to Sellers (the "Purchaser's Closing Certificate").
Sample 1
Truth of Representations and Warranties and Performance of Covenants. Each of: (a) the representations and warranties of (i) Vendors in Section 3.1, and the Corporation in Sections 3.2(1), 3.2(3)(i)(b), 3.2(5), 3.2(6), 3.2(8)(i)(a), and 3.2(10) (collectively, “Vendors’ Core Representations”); or (ii) made pursuant to this Agreement that are qualified by a reference to materiality, Material Adverse Change or material adverse effect, will, in each case, (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date, except, in the case of Vendors’ Core Representations, for inaccuracies that are de minimis; (b) the other representations and warranties of Vendors or the Corporation made pursuant to this Agreement (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date) will be true and accurate in all material respects on the Closing Date with the same force and effect as if made at and as of the Closing Date; and (c) the covenants contained in this Agreement to be performed by Vendors and/or the Corporation on or before the Closing Date will have been performed in all material respects.
Sample 1
Truth of Representations and Warranties and Performance of Covenants. Each of: (a) the representations and warranties of Purchaser (the “Purchaser’s Core Representations”) will, in each case, have been true and accurate in all respects on the date hereof and (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) will be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date, except, in each case, for inaccuracies that are de minimis; (b) the other representations and warranties of Purchaser made pursuant to this Agreement will have been true and accurate in all material respects on the date hereof and (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date) will be true and accurate in all material respects on the Closing Date with the same force and effect as if made at and as of the Closing Date except as has not had, and would not reasonably be expected to have individually or in the aggregate, a Material Adverse Change of the Purchaser; and (c) the covenants contained in this Agreement to be performed by Purchaser on or before the Closing Date will have been performed in all material respects and Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement;
Sample 1
Truth of Representations and Warranties and Performance of Covenants. Each of: (i) the Purchaser Parties’ Core Representations and the representations and warranties of the Purchaser Parties made pursuant to this Agreement that are qualified by a reference to materiality, material adverse change or material adverse effect must be true and correct in all respects as of the Effective Date with the same force and effect as if such representations and warranties were made on and as of such date; (ii) the other representations and warranties of the Purchaser Parties made pursuant to this Agreement must be true and correct in all material respects as of the Effective Date with the same force and effect as if such representations and warranties were made on and as of such date; and (iii) the covenants contained in this Agreement to be fulfilled or performed by the Purchaser Parties on or prior to the Effective Date shall have been fulfilled or performed in all material respects, and Agent will have received a certificate confirming the foregoing, signed for and on behalf of each Purchaser by a senior officer or director of each Purchaser, in form and substance reasonably satisfactory to Agent (the “the Purchaser Parties’ Closing Certificate”). Upon delivery of such certificate, the representations and warranties of the Purchaser Parties in Article 5 will be deemed to have been made on and as of the Effective Date with the same force and effect as if made on and as of such date.
Sample 1
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Related to Truth of Representations and Warranties and Performance of Covenants

  • Accuracy of Representations and Performance of Covenants The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company.

  • Accuracy of Representations and Warranties; Performance of Covenants At the Closing Time, the representations and warranties contained herein or in certificates of any officer of the Company or any of its subsidiaries (including the Bank) delivered pursuant to the provisions hereof, shall be true and correct, when made, and at the Closing Time, and the Company shall have performed its covenants and other obligations hereunder.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • Representations and Warranties True; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

  • Reaffirmation of Representations and Warranties Each acceptance by it of an offer for the purchase of Notes, and each delivery of Notes to an Agent pursuant to a sale of Notes to such Agent as principal, shall be deemed to be an affirmation that the representations and warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or to such Agent, of the Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a)(except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.4, Section 5.14(b) (to the extent applicable) and Section 5.14(c) the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

  • Survival of Representations, Warranties and Covenants (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

  • 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.

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