Accuracy of Representations and Warranties; Performance of Covenants Clause Samples
The "Accuracy of Representations and Warranties; Performance of Covenants" clause ensures that all statements made by the parties about themselves and the transaction remain true and correct, and that each party fulfills its agreed-upon obligations throughout the contract period. In practice, this clause typically requires parties to confirm the ongoing truthfulness of their representations at key points, such as closing, and to certify that they have complied with all covenants or promises made in the agreement. Its core function is to protect parties from undisclosed risks or breaches by providing a mechanism to verify compliance and accuracy, thereby supporting trust and accountability in the transaction.
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Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of PRCO was true, correct and complete in all material respects when made (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date) and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date), with the same force and effect as if made at and as of the Post-Closing Date. PRCO shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by PRCO at or prior to the Post-Closing Date.
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.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date) and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date), with the same force and effect as if made at and as of the Post-Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Post-Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Purchaser was true, correct and complete in all respects when made and shall also be true, correct and complete in all respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Purchaser shall have performed and complied with in all respects all agreements and covenants required by this Agreement to be performed by the Purchaser at or prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. (i) Each of the representations and warranties (other than the Fundamental Representations) of the GSAM Entities contained in Article IV (without regard to any Material Adverse Effect or materiality qualifications set forth in any such representations and warranties), shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of such time (other than representations and warranties that are expressly made as of another specific date or time, which need only be true and correct as of such date or time), except to the extent that any and all failures of such representations and warranties to be so true and correct, taken as a whole, would not reasonably be expected to result in a Material Adverse Effect.
(ii) Each of the Fundamental Representations of the GSAM Entities shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made at and as of such time (other than representations and warranties that are expressly made as of another specific date or time, which need only be true and correct as of such date or time).
(iii) The GSAM Entities (and, with respect to Section 2.06, The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group) shall have performed and complied in all material respects with all obligations, covenants and agreements required by this Agreement to be performed or complied with by them at or prior to the Closing.
Accuracy of Representations and Warranties; Performance of Covenants. As of the Effective Date, First Closing Date, and the Second Closing Date, each of the representations and warranties of the Company and the Stockholder set forth in this Agreement was true, correct, and complete in all material respects, as given. The Company and the Stockholder shall have performed, complied in all respects with, and shall not be in breach, default, or violation of any or all agreements, conditions, or covenants required by this Agreement to be performed by the Company and the Stockholder at or prior to the applicable Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company set forth in this Agreement was true, correct and complete in all material respects when made and shall also be true, correct and complete in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company at or prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Except as expressly contemplated by this Agreement, the respective representations and warranties of the Stockholder and the Company contained in ARTICLE IIIA and ARTICLE IIIB shall be true and correct as of the Closing with the same force and effect as though made on and as of the Closing (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect or, in the case of the Stockholder, would not have a material adverse effect on the ability of the Stockholder to consummate the transactions contemplated hereby. Each of the Stockholder and the Company shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing. Buyer shall receive at the Closing a certificate, dated as of the Closing Date from the Stockholder and the Company, certifying the fulfillment of the conditions set forth in this Section 7.2(a).
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company set forth in Article III shall be true and correct in all material respects (or in all respects, to the extent any such representation and warranty is already qualified by materiality) on and as of date hereof (subject to the delivery by Sellers to Purchaser of the Disclosure Schedules in accordance with Section 10.10) and 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, except that, to the extent such representations and warranties address matters only as of a particular date, such representations and warranties shall, to such extent, be true and correct on and as of such particular date as if made on and as of such particular date. Sellers shall have performed and complied in all material respects with all of their covenants, agreements and conditions required to be performed, satisfied or complied with by them hereunder on or prior to the Closing.
Accuracy of Representations and Warranties; Performance of Covenants. (i) The representations and warranties of the Buyer contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing with the same force and effect as though made on and as of the Closing (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be accurate as of such date or with respect to such period).
(ii) The Buyer shall have performed and complied, in all material respects, with all covenants and agreements required by this Agreement to be performed or complied with by the Buyer on or prior to the Closing.
(iii) The Sellers shall receive at the Closing a certificate, dated as of the Closing Date and executed by an executive officer of the Buyer, certifying the fulfillment of the conditions set forth in this Section 8.3(a) with respect to Buyer.