Representations, Performance. Each of the representations and warranties of Seller contained in this Agreement that is qualified as to materiality shall be true and correct and each such representation and warranty that is not so qualified shall be true and correct in all material respects in each case on the date hereof and at and as of the Closing Date as though made on and as of the Closing Date. Seller shall have duly performed and complied in all material respects with all agreements and conditions required by the Agreement to be performed or complied with by it prior to or on the Closing Date. Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.
Appears in 6 contracts
Sources: Asset Purchase Agreement (California Microwave Inc), Asset Purchase Agreement (Southern California Microwave Inc), Asset Purchase Agreement (L 3 Communications Holdings Inc)
Representations, Performance. Each of the The representations and warranties of Seller the Buyer contained in this Agreement that is qualified as to materiality shall be true and correct and each such representation and warranty that is not so qualified the Ancillary Documents (i) shall be true and correct in all material respects in each case on at and as of the date hereof and at (ii) shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on at and as of the Closing Datesuch time. Seller The Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Agreement Ancillary Documents to be performed or complied with by it prior to or on the Closing Date. Seller The Buyer shall have delivered to Buyer the Corporation a certificate, dated the Closing Date and signed by its duly authorized officerofficer to his knowledge, to the foregoing effect.
Appears in 2 contracts
Sources: Preferred Stock and Warrant Purchase Agreement (Clearview Cinema Group Inc), Preferred Stock and Warrant Purchase Agreement (Clearview Cinema Group Inc)
Representations, Performance. Each of the representations and warranties of Seller contained in this Agreement that is 10 qualified as to materiality shall be true and correct and each such representation and warranty that is not so qualified shall be true and correct in all material respects in each case on the date hereof and at and as of the Closing Date as though made on and as of the Closing Date. Seller shall have duly performed and complied in all material respects with all agreements and conditions required by the Agreement to be performed or complied with by it prior to or on the Closing Date. Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.
Appears in 1 contract
Sources: Asset Purchase Agreement (California Microwave Inc)
Representations, Performance. Each of the The representations and warranties of the Seller contained in this Agreement that is qualified as to materiality shall be true and correct and each such representation and warranty that is not so qualified shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in each the case of any representation or warranty without any materiality qualification) on the date hereof and at and as of the Closing Date with the same effect as though made on and as of the Closing Date. Seller shall have duly performed and complied in all material respects with all agreements and conditions required by the this Agreement to be performed or complied with by it prior to or on the Closing Date. Seller shall have delivered to the Buyer a certificate, dated the Closing Date and signed by its duly authorized officerofficers, to the foregoing effect.
Appears in 1 contract