Truth of Representations and Warranties and Performance of Covenants Clause Samples

The 'Truth of Representations and Warranties and Performance of Covenants' clause ensures that all statements made by the parties (representations and warranties) remain accurate and that all agreed-upon obligations (covenants) are fulfilled throughout the duration of the agreement. In practice, this means that each party must continuously confirm the truthfulness of their disclosures and demonstrate compliance with their promises, both at signing and often at closing or other key milestones. This clause is essential for maintaining trust between parties and provides a mechanism for addressing breaches or misrepresentations, thereby reducing the risk of disputes and ensuring the integrity of the transaction.
Truth of Representations and Warranties and Performance of Covenants. (i) Each of the representations and warranties of Purchaser, except the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all material respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each Closing Date; (ii) Each of the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each Closing Date; (iii) Purchaser shall have duly performed and complied with in all material respects all of its agreements and covenants pursuant to this Agreement to the extent to be performed on or prior to each Closing Date; and (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered a certificate of a senior officer to that effect; and the Seller, on behalf of the Purchaser, will have received certificates confirming the above Sections 9.2(a)(i) and 9.2(a)(ii), signed for and on behalf of Purchaser by a senior officer or director of Purchaser (the "Purchaser Closing Certificate"). Upon the delivery of the Purchaser Closing Certificate, the representations and warranties of the Purchaser in Article 6 will be deemed to have been made on and as of each Closing Date with the same force and effect as if made on and as of the Closing Date and as though the terms "Closing Date" and "the date of this Agreement" was substituted for the term, "the date hereof" or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser Closing Certificate.
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Truth of Representations and Warranties and Performance of Covenants. Each of: (i) the representations and warranties of Powerfleet contained in Sections 4.1(a) (Formation and Qualification), 4.1(d)(i) and (ii) (Validity of Agreement), 4.1(e) (Execution and Binding Obligation) and 4.1(i) (No Brokers), must be true and correct in all respects, other than inaccuracies which are de minimis in nature, as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; (ii) the other representations and warranties of Powerfleet contained in Section 4.1 must be true and correct in all respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date, except if any falseness or incorrectness of such representations and warranties, considered individually or in the aggregate, would not have a Powerfleet Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to “material”, “Powerfleet Material Adverse Effect”, “in all material respects” or similar qualifications contained in such representations and warranties) or would not have a material adverse effect on the ability of Powerfleet to consummate the transactions contemplated hereby on a timely basis. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; (iii) the representations and warranties of Canadian SPV contained in Sections 4.2(a) (Formation and Qualification), 4.1(d)(i) and 4.2(d)(ii) (Validity of Agreement), 4.2(e) (Execution and Binding Obligation) and 4.2(i) (No Brokers), must be true and correct in all respects, other than inaccuracies which are de minimis in nature, as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; (iv) the other representations and warranties of Canadian SPV contained in Section 4.2 must be true and correct in all respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date, except if any falseness or incorrectness of such representations and warranties, consid...
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Truth of Representations and Warranties and Performance of Covenants. Each of: (i) the Purchaser Parties’ Core Representations and the representations and warranties of the Purchaser Parties made pursuant to this Agreement that are qualified by a reference to materiality, material adverse change or material adverse effect must be true and correct in all respects as of the Effective Date with the same force and effect as if such representations and warranties were made on and as of such date; (ii) the other representations and warranties of the Purchaser Parties made pursuant to this Agreement must be true and correct in all material respects as of the Effective Date with the same force and effect as if such representations and warranties were made on and as of such date; and (iii) the covenants contained in this Agreement to be fulfilled or performed by the Purchaser Parties on or prior to the Effective Date shall have been fulfilled or performed in all material respects, and Agent will have received a certificate confirming the foregoing, signed for and on behalf of each Purchaser by a senior officer or director of each Purchaser, in form and substance reasonably satisfactory to Agent (the “the Purchaser Parties’ Closing Certificate”). Upon delivery of such certificate, the representations and warranties of the Purchaser Parties in Article 5 will be deemed to have been made on and as of the Effective Date with the same force and effect as if made on and as of such date.
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Truth of Representations and Warranties and Performance of Covenants. (i) the Purchaser Core Representations shall be true and accurate in all respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date (unless such representations and warranties speak as of an earlier date, in which case they need only be true and correct as of such earlier date); and (ii) the covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects.
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Truth of Representations and Warranties and Performance of Covenants. Each of: (i) the representations and warranties of Purchaser contained in Sections 4.1(a) (Formation and Qualification), 4.1(b) (Validity of Agreement), 4.1(c) (Execution and Binding Obligation) and 4.1(i) (No Brokers), must be true and correct in all respects, except for de minimis inaccuracies, as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be true and correct as of that date; (ii) the other representations and warranties of Purchaser contained in this Agreement must be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date, provided that if a representation and warranty is qualified by materiality, it must be true and correct in all respects after giving effect to such qualification except for any inaccuracies which would not have a material and adverse impact on Purchaser's ability to consummate the transactions contemplated by this Agreement; and (iii) the covenants contained in this Agreement to be performed by Purchaser on or prior to the Closing Date shall have been performed in all material respects, 57 and Sellers shall have received a certificate confirming the foregoing, signed by a senior officer or director of Purchaser, in form and substance reasonably satisfactory to Sellers (the "Purchaser's Closing Certificate").
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Truth of Representations and Warranties and Performance of Covenants. Each of: (a) the representations and warranties of (i) Vendors in Section 3.1, and the Corporation in Sections 3.2(1), 3.2(3)(i)(b), 3.2(5), 3.2(6), 3.2(8)(i)(a), and 3.2(10) (collectively, “Vendors’ Core Representations”); or (ii) made pursuant to this Agreement that are qualified by a reference to materiality, Material Adverse Change or material adverse effect, will, in each case, (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date, except, in the case of Vendors’ Core Representations, for inaccuracies that are de minimis; (b) the other representations and warranties of Vendors or the Corporation made pursuant to this Agreement (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date) will be true and accurate in all material respects on the Closing Date with the same force and effect as if made at and as of the Closing Date; and (c) the covenants contained in this Agreement to be performed by Vendors and/or the Corporation on or before the Closing Date will have been performed in all material respects.
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Truth of Representations and Warranties and Performance of Covenants. Each of: (a) the representations and warranties of Purchaser (the “Purchaser’s Core Representations”) will, in each case, have been true and accurate in all respects on the date hereof and (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) will be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date, except, in each case, for inaccuracies that are de minimis; (b) the other representations and warranties of Purchaser made pursuant to this Agreement will have been true and accurate in all material respects on the date hereof and (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date) will be true and accurate in all material respects on the Closing Date with the same force and effect as if made at and as of the Closing Date except as has not had, and would not reasonably be expected to have individually or in the aggregate, a Material Adverse Change of the Purchaser; and (c) the covenants contained in this Agreement to be performed by Purchaser on or before the Closing Date will have been performed in all material respects and Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement;
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Related to Truth of Representations and Warranties and Performance of Covenants

  • Accuracy of Representations and Performance of Covenants The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company.

  • 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.

  • Survival of Representations and Warranties and Covenants (a) Subject to Section 8, (i) the representations and warranties of the Company contained in Section 3.1 (Organization), Section 3.2 (Authority; Execution), Section 3.3 (Capitalization), Section 3.4 (Valid Issuance of Shares) and Section 3.22 (No Finder’s Fee) (collectively, the “Company Fundamental Representations”) shall survive the Closing and remain in full force and effect until the expiration of the relevant statute of limitations under applicable Law; (ii) all other representations and warranties of the Company contained in Section 3 shall survive the Closing and remain in full force and effect and for a term of six (6) months after the date of filing of the Restatement with the SEC; and (iii) the Specified Indemnity shall survive the Closing and remain in full force and effect and for a term of twelve (12) months after the date of filing of the Restatement with the SEC. (b) Subject to Section 8, (i) the representations and warranties of the Investor contained in Section 4.1 (Organization), Section 4.2 (Authority; Execution) and Section 4.12 (No Finder’s Fee) (collectively, the “Investor Fundamental Representations”) shall survive the Closing and remain in full force and effect until the expiration of the relevant statute of limitations under applicable Law; and (ii) all other representations and warranties of the Investor contained in Section 4 shall survive the Closing and remain in full force and effect for a term of twelve (12) months after the Closing Date. (c) The covenants and other agreements of the parties set forth herein (other than the covenants which by their terms are to be performed prior to the Closing and which shall survive the Closing for a period of six (6) months after the Closing Date) that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until the last date on which each such covenant was required to be performed. (d) Notwithstanding anything to the contrary in this Section 9.1, in the event a Claim Notice is properly delivered in good faith under Section 9.3 by an Indemnified Party in connection with a claim for Losses related to, or arising out of, an inaccuracy or breach in any representation, warranty, covenant or agreement during the time periods provided for in Sections 9.1(a), (b) or (c) (the last day of each survival period, the “Expiration Date”), such representation, warranty, covenant or agreement will continue to survive until such claim is finally resolved by a Judgment that has become final and non-appealable. Following the corresponding Expiration Date, no claim for indemnification may be made or pursued (except as expressly permitted by the immediately preceding sentence) with respect to such representation and warranty, covenant or agreement.

  • Accuracy of Representations and Warranties and Compliance with Obligations The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • Representations and Warranties True; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.