Accuracy of Representations, Warranties and Covenants Clause Samples
The "Accuracy of Representations, Warranties and Covenants" clause ensures that all statements, promises, and ongoing obligations made by the parties in the agreement are true and correct at the time of signing and, often, at closing. In practice, this means each party must confirm that the facts they have disclosed and the commitments they have made remain accurate throughout the relevant period; for example, a seller in a business sale must verify that no material changes have occurred since the agreement was signed. This clause is essential for maintaining trust and transparency, as it protects parties from undisclosed risks or misrepresentations that could affect the value or enforceability of the contract.
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Accuracy of Representations, Warranties and Covenants. No representation, covenant or warranty by ALHC in this Agreement and, to the actual acknowledge of ALHC, no written information, agreements or documents furnished to AUSA by ALHC in connection with the Merger and the other transactions contemplated in this Agreement, contain or will contain any untrue statement of a material fact or omits or will omit to contain a material fact necessary in order to make the statement or information contained in this Agreement or in any such information, agreements or documents, in light of the circumstances under which statement or omission was made, not misleading.
Accuracy of Representations, Warranties and Covenants. No representation or warranty made by Purchaser in this Agreement, contains or will at Closing, contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make such representation or warranty not misleading, in light of the circumstances in which it was made.
Accuracy of Representations, Warranties and Covenants. The representations, warranties, and covenants of the Purchaser and Seller, contained in this Agreement or on any schedule, list, exhibit, certificate or document delivered by the Company, the Seller, or Avatech pursuant to the provisions hereof shall be true in all material respects on the date hereof and as of the Closing Date.
Accuracy of Representations, Warranties and Covenants. The representations and warranties of Purchaser in this Agreement shall be true and correct in all Material respects as of the date when made, and shall be updated and true and correct in all Material respects as of the Closing as though such representations and warranties were made again on that date and Purchaser shall have performed or complied with all Material obligations, covenants and agreements with which Purchaser is required by this Agreement to perform or comply on or before the Closing.
Accuracy of Representations, Warranties and Covenants. Except as disclosed in the Seller Disclosure Schedule, (i) each of the representations and warranties made by the Seller in this Agreement shall have been accurate in all material respects as of the date of this Agreement, (ii) each of the representations and warranties made by the Seller in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for such representations and warranties which address matters only as of a particular time, which shall have been accurate in all material respects as of such particular time), and (iii) all of the covenants and obligations that the Seller is required to comply with or to perform at or prior to the Closing shall have been duly complied with and performed in all material respects.
Accuracy of Representations, Warranties and Covenants. Each of ----------------------------------------------------- the representations and warranties of HM made in Article 3 of this Agreement shall be true in all material respects on and as of the Exercise Date and with the same effect as though such representations and warranties had been made on and as of such date except as otherwise contemplated or permitted by this Agreement, and HM shall not be in breach of any of the covenants of HM made in Article 6 of this Agreement; and Option Writer shall have received a certificate to that effect, in the form attached as Schedule 5.10, dated the Exercise Date and executed on behalf of HM by a duly authorized officer.
Accuracy of Representations, Warranties and Covenants. No representation, covenant or warranty by the Company Shareholder and the Company in this Agreement and, to the actual acknowledge of the Company Shareholder and the Company, no written information, agreements or documents furnished to Parent or Acquisition Sub by the Company Shareholder in connection with the Stock Purchase and Sale and the other transactions contemplated in this Agreement, contain or will contain any untrue statement of a material fact or omits or will omit to contain a material fact necessary in order to make the statement or information contained in this Agreement or in any such information, agreements or documents, in light of the circumstances under which statement or omission was made, not misleading.
Accuracy of Representations, Warranties and Covenants. 7.1.1 All representations, covenants and warranties of Parent contained in this Agreement shall be true and correct on and as of the Closing Date, with the same effect as though the same had been made on and as of the Closing Date.
7.1.2 Parent shall have performed and complied with all covenants and agreements, and satisfied all conditions that it is required by this Agreement to perform, comply with or satisfy, before or on the Closing Date.
7.1.3 Company shall not have discovered any material error, misstatement or omission in any of the Schedules, Exhibits, representations or warranties contained herein or material failure on the part of Parent to perform or satisfy any such covenants or conditions.
7.1.4 There shall have been delivered to Company on the Closing Date a certificate of Stockholder dated the Closing Date certifying compliance with this Section 7.1 and such other certificates and other documents with respect to the foregoing as Company and Stockholder, consistent with the terms of this Agreement, may request. The delivery of such certificate shall in no way diminish the warranties and representations of Parent made in this Agreement.
Accuracy of Representations, Warranties and Covenants. Section 6.2.
Accuracy of Representations, Warranties and Covenants. The representations and warranties of Galileo set forth in Article 3 hereof shall be true and correct in all material respects as of the date when made and as of the Closing Date, except to the extent necessary to reflect the consummation of the transactions provided for herein and except as otherwise specifically permitted hereby. Galileo shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. Galileo shall have delivered to the Company a certificate executed by an executive officer dated the day of the Closing Date and signed by Galileo to the effect set forth in this Section 5.1.