ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT Clause Samples
This clause requires that all representations and warranties made by the parties in the agreement are true and accurate at the time they are made and, often, at the time of closing or throughout the agreement's term. It also obligates each party to fulfill their commitments and perform their duties as specified in the contract. By ensuring the truthfulness of statements and the faithful execution of obligations, this clause helps prevent disputes arising from misrepresentations or non-performance, thereby promoting trust and reliability between the parties.
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ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. All of the representations and warranties by Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing. Purchaser shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement to be performed and complied with by it on or prior to the Closing. Seller shall have been furnished with a certificate of an officer of Purchaser, dated as of the Closing, certifying to the fulfillment of the foregoing conditions.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. All of the representations and warranties by Seller contained in this Agreement shall be true and correct in all material respects at and as of the Final Closing, except as they have been affected by Purchaser's actions. Seller shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement to be performed and complied with by it on or prior to the Final Closing. Purchaser shall have been furnished with a certificate of a duly authorized representative of Seller, dated as of the Final Closing, certifying to the fulfillment of the foregoing conditions.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by Seller shall be true and correct on and as of the date hereof (unless such representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date) and at and as of the Closing Date, except for any failure to be so true and correct that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Seller shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by it on or prior to the Closing.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects at and as of the Closing Date provided, however, that, for purposes of determining the accuracy of such representations and warranties, all representations and warranties made by Purchaser in this Agreement that are qualified by Purchaser Material Adverse Effect or other materiality qualifications shall be true and correct in all respects at and as of the Closing Date. Purchaser shall have complied with and performed all of the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Sellers shall have been furnished with a certificate of an officer of Purchaser, dated as of the Closing, certifying to the fulfillment of the foregoing conditions. As used in this Agreement, the term "PURCHASER MATERIAL ADVERSE EFFECT" means a material adverse effect on the ability of the Purchaser to complete the transactions contemplated by this Agreement or to pay the Purchase Price at the Closing.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by any Seller in (i) the first sentence of Section 7.02, (ii) the last sentence of Section 7.06(a), (iii) Sections 7.07(a) and (b) (but only as they relate to FCC Authorizations) and (iv) Sections 7.14(a) and (b) shall be true and correct in all material respects on and as of the date hereof (unless such representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date), provided, however, that for purposes of determining the accuracy of such representations and warranties, such representations and warranties that are qualified by Seller Material Adverse Effect or other materiality qualifications shall be true and correct in all respects at and as of the date hereof. Each of the representations and warranties made by any Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date (unless any representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date), provided, however, that for purposes of determining the accuracy of such representations and warranties, all representations and warranties made by any Seller in this Agreement that are qualified by Seller Material Adverse Effect or other materiality qualifications shall be true and correct in all respects at and as of the Closing Date. Sellers shall have complied with and performed all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by any of them on or prior to the Closing. Purchaser shall have been furnished with a certificate of an officer of each Seller, dated as of the Closing Date, certifying to the fulfillment of the foregoing conditions. As used in this Agreement, the term "SELLER MATERIAL ADVERSE EFFECT" means a material adverse effect on the business, assets, Liabilities, properties, condition (financial or otherwise), or results of operations of the Seller Business or the Purchased Assets taken as a whole; PROVIDED, HOWEVER, that neither (a) the effects of any events, circumstances or conditions resulting from changes, developments or circumstances in worldwide or national conditions (political, economic, or regulatory) that adversely affect generally the market where the Cellular System is operated or affect generally industries engaged in ...
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by Purchaser in this Agreement shall be true and correct on and as of the date hereof (unless such representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date) and at and as of the Closing Date, except for any failure to be so true and correct that, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Purchaser to timely consummate the transactions contemplated hereunder (including having sufficient funds to pay the Consideration and any other payments, fees or expenses contemplated hereby). Purchaser shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by it on or prior to the Closing.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Except as they have been affected by Purchaser's actions, all of the representations and warranties made by Seller in this Agreement shall be true and correct at and as of the Primary Closing except for such breaches and inaccuracies therein which, in the aggregate, have not caused and would not reasonably be expected to cause Purchaser to suffer a Loss (as defined in Section 14.01) in excess of $10,000 in the aggregate (a "Material Loss") or otherwise result in a Material Adverse Effect; provided however, that should Purchaser elect not to close the transaction contemplated hereby due to a breach by Seller that causes a Material Loss or a Material Adverse Effect, Seller shall have the right to cure such breach or inaccuracy as set forth in Section 16.01. Seller shall have complied with and performed all of the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Primary Closing except for such noncompliances which, in the aggregate, have not caused and would not reasonably be expected to cause a Material Loss or otherwise result in a Material
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Purchaser’s representations and warranties in Article 4 shall be true and correct as of the Closing Date (unless such representation or warranty is made as of a particular date in which case such representation or warranty will be considered only as of such particular date), except to the extent that the failure of such representations and warranties to be true and correct as aforesaid when taken in the aggregate would not prevent or have a material adverse effect on the Purchaser’s ability to perform its obligations under the Transaction Documents, provided that if any portion of any representation or warranty is already qualified by materiality or material adverse effect, for purposes solely of determining whether this first sentence of Section 7.2(a) has been satisfied, all such materiality and material adverse effect qualifiers shall be disregarded. Purchaser shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by Purchaser on or prior to the Closing. Purchaser shall have furnished Seller with a certificate of an officer of Purchaser, dated as of the Closing Date, certifying to the fulfillment of the foregoing conditions (the “Purchaser Bring-Down Certificate”).
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except with respect to such representations and warranties that address matters only as of a particular date, which shall be true and correct in all material respects as of such date). Buyer shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by it on or prior to the Closing.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. (a) Each of the representations and warranties made by the Parent and the Company in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date (unless any representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date), provided, however, that for purposes of determining the accuracy of such representations and warranties, all representations and warranties made by the Parent and the Company in this Agreement that are qualified by materiality qualifications shall be true and correct in all respects on and as of the Closing Date.
(b) The Parent and the Company shall have complied with and performed all of the agreements and covenants required by this Agreement and each of the Ancillary Agreements to be performed or complied with by them on or prior to the Closing.
(c) Acquiror shall have been furnished with a certificate of an officer of each of the Parent and the Company, each dated as of the Closing Date, certifying to the fulfillment of all of the conditions set forth in subsections (a) and (b) of this Section 7.01.