Accuracy of Warranties and Performance of Covenants Clause Samples
The "Accuracy of Warranties and Performance of Covenants" clause ensures that all representations and warranties made by the parties are true and correct, and that each party has fulfilled or is in compliance with their agreed-upon obligations (covenants) at specified times, such as at signing or closing. In practice, this clause may require parties to confirm the truthfulness of their statements and the completion of their duties before a transaction is finalized, and may allow for verification or certification processes. Its core function is to protect parties from misrepresentations or unfulfilled promises, thereby reducing the risk of disputes and ensuring that the transaction proceeds as intended.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Buyer contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Buyer shall have performed all of its obligations and complied with each and all of the covenants, agreements, and conditions required to be performed or complied with by it on or prior to the Closing Date.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the Company, as described in Section 3.29, that have been disapproved by the Buyer within five business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, except for failures to be true and correct resulting from omissions or actions taken with the Buyer's written consent; and the Company shall have performed in all material respects all of the covenants and agreements required to be performed by the Company on or prior to the Closing; provided, however, that if the Buyer is to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, the Buyer shall have given the Company written notice describing such representation, warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company shall have cured such noticed inaccuracy or non-performance within five business days after receipt of such notice and without any material adverse effect to the Buyer, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Buyer contained herein shall be accurate as if made on and as of the Closing Date, except for changes occurring in the ordinary course of business. Buyer shall have performed all of the obligations and complied with all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller contained herein shall be accurate in all material respects as if made on and as of the Closing Date, except for changes occurring in the ordinary course of the Business. Seller shall have, in all material respects, performed all obligations and complied with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing. A Certificate of the President of Seller shall be delivered to the foregoing effect.
Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Cyprus Amax and Specialty contained herein shall be accurate in all material respects when made and as of the Closing Date, except as to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation of a covenant) or otherwise contemplated by this Agreement, and also except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. In no event shall a Material Adverse Effect be deemed to result from pricing fluctuations in lithium carbonate. Cyprus Amax shall have performed all of its obligations and complied with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing Date, except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Cyprus Amax shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences ("Cyprus Amax's Bring Down Certificate"); provided, -------- however, that such certificate may disclose any facts or circumstances arising ------- after the date hereof or coming to the attention of Cyprus Amax as having caused the condition specified in this Section 6.1.1 not to be satisfied; and (i) if Buyer, nevertheless, decides to Close, the breach or failure shall be deemed cured and may not be relied upon by Buyer or the Company to avoid any of their obligations hereunder, impose any liabilities or obligations upon Cyprus Amax or Specialty or otherwise recover from Cyprus Amax or Specialty with respect thereto, or (ii) if Buyer decides not to Close, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunder. Buyer's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to refuse to complete the Closing under this Agreement.
Accuracy of Warranties and Performance of Covenants. Except as otherwise agreed to in writing by the Parties, the representations and warranties of ▇▇▇▇▇▇▇ contained herein shall be accurate in all material respects as if made on and as of the Closing Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date). Except as otherwise agreed to in writing by the Parties, the ▇▇▇▇▇▇▇ Corporations shall have performed all of the obligations, and complied with each and all of the covenants, agreements, and conditions, required to be performed or complied with by them on or prior to closing.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Meritage contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Meritage shall have performed all of the obligations and complied with each all of the covenants, agreements and conditions required to performed or complied with on or prior to the Closing.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller contained herein shall be accurate in all Material Respects (except that the representation and warranty contained in the first sentence of Section 4.7 shall be true and correct in all respects) when made and as of the Closing Date (except as to matters arising from the date of this Agreement through Closing in the ordinary course of business). Seller shall have performed all obligations and complied in all Material Respects with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing. Seller shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences; provided, however, that such certificate may disclose any facts or circumstances arising after the date hereof which would cause any representations and warranties to be incorrect or agreements or covenants to be unfulfilled and if Parent and Purchaser nevertheless decide to Close, the breach or failure shall be deemed cured and may not be relied upon by Parent and Purchaser to avoid any of its obligations hereunder, impose any liabilities or obligations upon Seller or otherwise recover from Seller with respect thereto.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of ITEC contained herein shall be accurate in all respects as if made on and as of the Closing Date. ITEC shall have performed all of the obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with, on or prior to Closing Date.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of BHW or BHIL, as applicable contained herein and in the Related Agreements shall be true, correct and accurate in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) as if made on and as of the Closing Date. EDCO, BHIL and BHW shall have performed all of the obligations and complied in all material respects with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing pursuant to this Master Transaction Agreement and the BHW Related Agreements.