Accuracy of Representations and Compliance with Conditions Clause Samples
The "Accuracy of Representations and Compliance with Conditions" clause ensures that the statements and assurances made by the parties in the agreement are true and correct, and that all specified conditions are met before certain obligations, such as closing a transaction, are triggered. In practice, this clause typically requires each party to confirm that their representations remain accurate up to a key date (like closing) and that they have fulfilled any preconditions set out in the contract. Its core function is to protect parties from proceeding with a deal based on false information or unmet requirements, thereby reducing the risk of disputes or losses arising from misrepresentations or non-compliance.
Accuracy of Representations and Compliance with Conditions. All representations and warranties of Seller contained in this Agreement shall be accurate when made and, in addition, shall be materially accurate as of the Closing as though such representations and warranties were then made by Seller, other than such representations and warranties that are made as to another date. As of the Closing, Seller shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by Seller at or before such time by this Agreement.
Accuracy of Representations and Compliance with Conditions. All ---------------------------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, except (a) as a result of the taking of any action contemplated hereby or (b) insofar as any representation or warranty relates to any specified earlier date, shall be true and accurate as of the Closing Date, as though such representations and warranties were then made by Buyer; and Buyer shall have performed and complied with all of its covenants and agreements set forth in this Agreement to be performed or complied with at or before the Closing.
Accuracy of Representations and Compliance with Conditions. All representations and warranties of 24x7 contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Effective Time as though such representations and warranties were then made in exactly the same language by 24x7 and regardless of knowledge or lack thereof on the part of 24x7 or changes beyond their control; as of the Effective Time, 24x7 shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by them at or before the Effective Time of this Agreement; and DGBI shall have received a certificate executed by the chief executive officer and the chief financial officer of 24x7 dated the Effective Time to that effect.
Accuracy of Representations and Compliance with Conditions. All representations and warranties of the Purchaser contained in Article III of this Agreement shall be true and correct as of the Closing; as of the Closing the Purchaser shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by the Purchaser at or before such time by this Agreement; and the Seller shall have received a certificate executed by Authorized Signatories of the Purchaser, dated the date of the Closing, to that effect, substantially in the form of Exhibit B.
Accuracy of Representations and Compliance with Conditions. All representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects when made and, except (a) as a result of the taking by any person of any action contemplated hereby or (b) insofar as any representation or warranty specifically relates solely to an earlier date in which case it shall be true and accurate in all material respects as of such earlier date, shall be true and accurate in all material respects as of the Closing Date, as though such representations and warranties were then made by Buyer, and Buyer shall have performed and complied in all material respects with all of its covenants and agreements set forth herein, and satisfied in all material respects all conditions required to be satisfied by it pursuant to this Agreement at or before the Closing Date.
Accuracy of Representations and Compliance with Conditions. All representations and warranties of Buyer contained in this Agreement shall be accurate in all material respects as of the Closing Date with the same effect as if made on and as of such date except to the extent that any of such representations and warranties refers specifically to a date other than the Closing Date, in which case such representations and warranties shall be true and correct in all material respects on and as of such date. As of the Closing, Buyer shall have performed and complied in all material respects with all covenants and agreements and satisfied all conditions required to be performed and complied with by Buyer at or before such time.
Accuracy of Representations and Compliance with Conditions. All representations and warranties of the Seller contained in Article II of this Agreement shall be true and correct as of the Closing; as of the Closing the Seller shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by the Seller at or before such time by this Agreement; and the Purchaser shall have received a certificate of the Seller, dated the Closing Date, to that effect, substantially in the form of Exhibit A.
Accuracy of Representations and Compliance with Conditions. All representations and warranties of LGA contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Closing as though the representations and warranties were then made in exactly the same language by LGA and regardless of knowledge or lack thereof on the part of LGA or changes beyond its control; as of the Closing, LGA and the Shareholders shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by any of them at or before that time by this Agreement; and ▇▇▇▇▇ shall have received certificates signed by the chief executive officer and the chief financial officer of LGA dated the date of the Closing to that effect, substantially in the form of Exhibit Q.
Accuracy of Representations and Compliance with Conditions. All representations and warranties of the Seller contained in Section 4.1 of this Agreement, as qualified and revised pursuant to the Seller Disclosure Schedule applicable to the Third Closing, shall be true and correct as of the Third Closing; as of the Third Closing the Seller shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by the Seller at or before such time by this Agreement; and the Purchaser shall have received a certificate executed by the Chief Executive Officer, President, or any Vice President of the Seller, dated the date of the Third Closing, to that effect, substantially in the form of Exhibit J.
Accuracy of Representations and Compliance with Conditions. All representations and warranties of Seller contained in each of the Transaction Agreements to which it is a party shall be accurate in all material respects when made and, in addition, shall be accurate in all material respects as of the Closing as though such representations and warranties were then made in exactly the same language by Seller and regardless of knowledge or lack thereof on the part of Seller or changes beyond its control; as of the Closing, Seller shall have performed and complied in all material respects with all covenants and agreements and satisfied all conditions required to be performed and complied in all material respects with by it at or before such time by each of the Transaction Agreements to which it is a party; and the Purchaser shall have received certificates executed by the chief executive officer and the chief financial officer of Seller, dated the date of the Closing, to that effect, substantially in the form of Exhibits 5.01A and 5.01B, respectively.