Accuracy of Representations and Warranties; Performance of Covenants Clause Samples
The "Accuracy of Representations and Warranties; Performance of Covenants" clause ensures that all statements made by the parties about themselves and the transaction remain true and correct, and that each party fulfills its agreed-upon obligations throughout the contract period. In practice, this clause typically requires parties to confirm the ongoing truthfulness of their representations at key points, such as closing, and to certify that they have complied with all covenants or promises made in the agreement. Its core function is to protect parties from undisclosed risks or breaches by providing a mechanism to verify compliance and accuracy, thereby supporting trust and accountability in the transaction.
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Accuracy of Representations and Warranties; Performance of Covenants. (i) Each of the representations and warranties (other than the Fundamental Representations) of the GSRP Parties contained in Article V (without regard to any Material Adverse Effect or materiality qualifications set forth in any such representations and warranties), shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of such time (other than representations and warranties that are expressly made as of another specific date or time, which need only be true and correct as of such date or time), except to the extent that any and all failures of such representations and warranties to be so true and correct, taken as a whole, would not reasonably be expected to result in a Material Adverse Effect.
(ii) Each of the Fundamental Representations of the GSRP Parties shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made at and as of such time (other than representations and warranties that are expressly made as of another specific date or time, which need only be true and correct as of such date or time).
(iii) The GSRP Parties shall have performed and complied in all material respects with all obligations, covenants and agreements required by this Agreement to be performed or complied with by them at or prior to the Closing.
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.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date) and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date), with the same force and effect as if made at and as of the Post-Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Post-Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and the Stockholder set forth in this Agreement was true, correct and complete in all respects when made and shall also be true, correct and complete in all respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Company and the Stockholder shall have performed and complied in all respects with all agreements and covenants required by this Agreement to be performed by the Company and the Stockholder at or prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Purchaser was true, correct and complete in all respects when made and shall also be true, correct and complete in all respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Purchaser shall have performed and complied with in all respects all agreements and covenants required by this Agreement to be performed by the Purchaser at or prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Except as set forth in the following sentence, the representations and warranties of Axle contained in Article IV shall be true and correct (without giving effect to any "materiality" or "Material Adverse Effect" qualifiers set forth therein, other than for purposes of Section 4.17(b)) as of the date of this Agreement and as of the Closing with the same force and effect as though such representations and warranties were made on and as of the Closing (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The representations and warranties of Axle set forth in Section 4.1 (Organization and Qualification), Section 4.2 (Authorization; Enforceability), Section 4.6(a) (Capitalization), Section 4.17(b) (Absence of Certain Changes) and Section 4.24 (Brokers) shall be true and correct in all respects as of the Effective Time, as though such representations and warranties were made on and as of such time (except for those representations and warranties which expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date). Axle shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing. The Buyer or the Buyer Parent shall receive at the Closing a certificate, dated as of the Closing Date and executed by an executive officer of Axle, certifying the fulfillment of the conditions set forth in this Section 8.2(a).
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of PRCO was true, correct and complete in all material respects when made (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date) and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date), with the same force and effect as if made at and as of the Post-Closing Date. PRCO shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by PRCO at or prior to the Post-Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made and shall also be true, correct and complete in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Except as expressly contemplated by this Agreement, the representations and warranties of the Buyer contained in Article IV of this Agreement shall be true and correct in all material respects as of the Closing with the same force and effect as though made on and as of the Closing. The Buyer shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by the Buyer on or prior to the Closing.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of Purchaser set forth in Article IV of this Agreement shall be true and correct in all material respects (or in all respects, to the extent any such representation and warranty is already qualified by materiality) on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that to the extent such representations and warranties address matters only as of a particular date, such representations and warranties shall, to such extent, be true and correct on and as of such particular date as if made on and as of such particular date. Purchaser shall have performed and complied in all material respects with all of its covenants, agreements and conditions required to be performed, satisfied or complied with by it hereunder on or prior to the Closing.