Common use of Accuracy of Representations and Warranties Clause in Contracts

Accuracy of Representations and Warranties. All representations and warranties by Seller in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on and as of the Closing Date as though made at that time.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Rimage Corp), Asset Purchase Agreement (Rimage Corp)

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Accuracy of Representations and Warranties. All of the representations and warranties made by Seller in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on in all material respects as of the date of this Agreement and as of the Closing Date (except as though made at that timeexpressly contemplated or permitted by this Agreement).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Multi Link Telecommunications Inc), Asset Purchase Agreement (Multi Link Telecommunications Inc)

Accuracy of Representations and Warranties. All representations and warranties made by Seller and the Shareholders in this Agreement or Agreement, in any Schedule(s) hereto, and/or in any written statement that shall be delivered to Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate.

Appears in 2 contracts

Samples: Purchase and Sale of Assets Agreement (Megamedia Networks Inc), Purchase and Sale of Assets Agreement (Megamedia Networks Inc)

Accuracy of Representations and Warranties. All Each of the representations and warranties made by Seller in this Agreement or in any written statement that is qualified as to materiality shall be delivered to Buyer under this Agreement true, correct and complete in all respects and those that are not so qualified shall be true on true, correct and complete in all material respects as of the date hereof and on the Closing Date as though made at that timeon such date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Phase Iii Medical Inc/De), Asset Purchase Agreement (Barr Laboratories Inc)

Accuracy of Representations and Warranties. All The ------------------------------------------ representations and warranties by Seller of Buyer contained in this Agreement or in any written statement that shall be certificate delivered to Buyer under this Agreement Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that time.date (except where such representation and warranty is made as of a date specifically set forth therein), and Buyer shall have delivered to Seller a certificate to that effect;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hollywood Park Inc/New/), Asset Purchase Agreement (Hollywood Park Inc/New/)

Accuracy of Representations and Warranties. All representations and warranties made by Seller the Buyer in this Agreement or and/or in any the written statement that shall be delivered to by the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at that timeon and as of such dates.

Appears in 2 contracts

Samples: Debts and Asset Purchase Agreement (Famous Fixins Inc), Settlement of Debts and Asset Purchase Agreement (Famous Fixins Inc)

Accuracy of Representations and Warranties. All representations and warranties of Purchaser set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Seller by Seller Purchaser pursuant to this Agreement or referred to in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall such other agreement, certificate or document will be true on and as of correct at the Closing Date with the same force and effect as though if made at on that timedate.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Western Power & Equipment Corp), Registration Rights Agreement (Western Power & Equipment Corp)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Buyer in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement Transaction Document shall be true on and accurate at and as of Closing with the Closing Date same effect as though if made at that timeand as of Closing, except for changes permitted or contemplated by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (LSB Industries Inc), Asset Purchase Agreement (LSB Industries Inc)

Accuracy of Representations and Warranties. All representations and warranties made by Seller Buyer in this Agreement or and/or in any written statement that shall be delivered to by Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate.

Appears in 2 contracts

Samples: Purchase and Sale of Assets Agreement (Megamedia Networks Inc), Purchase and Sale of Assets Agreement (Megamedia Networks Inc)

Accuracy of Representations and Warranties. All representations and warranties made by Seller in this Agreement or Agreement, in any schedule(s) hereto, and/or in any written statement that shall be delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at that timeon and as of such dates.

Appears in 2 contracts

Samples: Debts and Asset Purchase Agreement (Famous Fixins Inc), Settlement of Debts and Asset Purchase Agreement (Famous Fixins Inc)

Accuracy of Representations and Warranties. All The representations and warranties by of Seller in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement Transaction Document shall be true on and accurate at and as of Closing with the Closing Date same effect as though if made at that timeand as of Closing, except for changes permitted or contemplated by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (LSB Industries Inc), Asset Purchase Agreement (LSB Industries Inc)

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall such other agreement, certificate or document will be true on and as of correct at the Closing Date with the same force and effect as though if made at on that timedate.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Western Power & Equipment Corp), Registration Rights Agreement (Western Power & Equipment Corp)

Accuracy of Representations and Warranties. All The representations and warranties by Seller contained in Section 3.01 of this Agreement or in any written statement that shall be certificate or document delivered to the Buyer under this Agreement pursuant hereto shall be true and correct on and as of the Closing Date as though made at and as of that timedate (without regard to any notification that may be made by the Seller under Section 4.03), and the Seller shall have delivered to the Buyer a certificate to that effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pairgain Technologies Inc /Ca/), Asset Purchase Agreement (Globespan Inc/De)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Sellers contained in this Agreement or in any written statement that shall be certificate or document delivered to Buyer under this Agreement Buyers pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that timedate, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (GHS Inc), Asset Purchase Agreement (Health Management Systems Inc)

Accuracy of Representations and Warranties. All representations and warranties made by Seller the Shareholders in this Agreement or Agreement, in any Schedule(s) hereto, and/or in any written statement that shall be delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sequiam Corp), Amended and Resated Stock Purchase Agreement (Sequiam Corp)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Buyer contained in this Agreement or in any written statement that shall be certificate delivered to Buyer under this Agreement Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that time.date (except where such representation and warranty is made as of a date specifically set forth therein), and Buyer shall have delivered to Seller a certificate to that effect;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Penn National Gaming Inc), Asset Purchase Agreement (Penn National Gaming Inc)

Accuracy of Representations and Warranties. All representations and warranties made by Seller the Buyer in this Agreement or and/or in any written statement that shall be delivered to by the Buyer under this Agreement shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Bcam International Inc), Stock Purchase and Restructuring Agreement (Bcam International Inc)

Accuracy of Representations and Warranties. All Each of the representations and warranties made by Seller Purchaser in this Agreement or and in any written statement that shall be each of the other agreements and instruments delivered to Buyer under Seller in connection with the transactions contemplated by this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be true on and accurate in all material respects as of the Closing Date as though if made at that timeon the Closing Date except for items specifically permitted by this Agreement or consented to in writing by Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Terayon Communication Systems)

Accuracy of Representations and Warranties. All of the representations and warranties made by the Seller in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on in all material respects as of the date of this Agreement and as of the Closing Date (except as though made at that timeexpressly contemplated or permitted by this Agreement).

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (New Frontier Energy Inc)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of the Sellers set out in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on true, accurate and not misleading as of at the Closing Date as though made at that timewith reference to the facts and circumstances then existing.

Appears in 1 contract

Samples: Share Purchase Agreement

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties by Seller the Sellers in this Agreement or in any agreement or in any written statement that shall be is delivered to Buyer under the Purchaser pursuant to this Agreement shall will be true in all material respects on and as of the Closing Date as though made at on that timedate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amedisys Inc)

Accuracy of Representations and Warranties. All representations and warranties by Seller and the Owners contained in this Agreement or in any agreement or written statement that shall be delivered by Seller or any of the Owners to Buyer under Purchaser pursuant to this Agreement that are qualified as to materiality will be true and correct in all respects and those not so qualified shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate.

Appears in 1 contract

Samples: Asset Purchase Agreement (National Medical Health Card Systems Inc)

Accuracy of Representations and Warranties. All representations and warranties by Seller of Buyer contained in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date Date, except as though made at and to the extent that timethe facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof.

Appears in 1 contract

Samples: Distribution Center Transfer Agreement (Ralphs Grocery Co /De/)

Accuracy of Representations and Warranties. All representations and warranties made by Seller in this Agreement or any schedule or exhibit hereto or in any written statement that shall be delivered certificate or other document furnished by Seller pursuant to Buyer under this Agreement shall be are true and correct in all material respects on and as of the date hereof, and Seller has performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing Date as though made at that timeDate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Applebees International Inc)

Accuracy of Representations and Warranties. All The representations and warranties by of the Seller contained in this Agreement or in any written statement that shall be Seller Document or closing certificate delivered to the Buyer under this Agreement pursuant hereto shall be true on and correct at and as of the Closing Date as though made at and as of that timetime other than such representations and warranties as are specifically made as of another date, and the Seller shall have delivered to the Buyer a certificate to that effect.

Appears in 1 contract

Samples: Equipment Purchase Agreement (AMERICAN POWER GROUP Corp)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of the Buyer contained in this Agreement or in any written statement that shall be Buyer Document or closing certificate delivered to Buyer under this Agreement the Seller pursuant hereto shall be true and correct on and as of the Closing Date as though made at and as of that timedate, other than such representations and warranties as are specifically made as of another date, and the Buyer shall have delivered to the Seller a certificate to that effect.

Appears in 1 contract

Samples: Equipment Purchase Agreement (AMERICAN POWER GROUP Corp)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Buyers contained in this Agreement or in any written statement that shall be certificate or document delivered to Buyer under this Agreement Sellers pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that timedate, and Buyers shall have delivered to Sellers a certificate to that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (GHS Inc)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Buyer contained in this Agreement or in any written statement that shall be certificate or document delivered to Buyer under this Agreement Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that timedates and Buyer shall have delivered to Seller a certificate to such effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Insurance Management Solutions Group Inc)

Accuracy of Representations and Warranties. All representations and warranties by the Seller and the Owners contained in this Agreement or in any agreement or written statement that shall be delivered by the Seller or any of the Owners to Buyer under the Purchaser pursuant to this Agreement that are qualified as to materiality will be true and correct in all respects and those not so qualified shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate.

Appears in 1 contract

Samples: Asset Purchase Agreement (National Medical Health Card Systems Inc)

Accuracy of Representations and Warranties. All The representations and warranties by of Seller contained in this Agreement or in any written statement that shall be Seller Document or closing certificate delivered to Buyer under this Agreement pursuant hereto shall be true on and correct at and as of the Closing Date as though made at and as of that timetime other than such representations and warranties as are specifically made as of another date, and Seller shall have delivered to Buyer a certificate to that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenman Technologies Inc)

Accuracy of Representations and Warranties. All The representations and warranties by Seller in this Agreement of Buyer contained herein or in any written statement that shall be certificate delivered pursuant to Buyer under this Agreement shall be true and correct in all material aspects on the date when made and as of the Closing Date as though made shall be repeated at that time.and as

Appears in 1 contract

Samples: Stock Purchase Agreement (Metrocall Inc)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of each of the Sellers contained in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true and correct in all material respects as made, both on the date of this Agreement and at and as of the Closing Date as though made at that timeDate.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Farmstead Telephone Group Inc)

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties by the Seller in this Agreement Agreement, or in any written statement that shall be delivered to Buyer by it under this Agreement Agreement, shall be true on and as of the Closing Date as though made at that time.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets (Us Electricar Inc)

Accuracy of Representations and Warranties. All Each of the representations and warranties by of the Seller contained in this Agreement or and in any written statement that shall be certificate delivered to the Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date as though made at that time(or on the date to which it relates, in the case of any representation or warranty which specifically relates to an earlier date).

Appears in 1 contract

Samples: Asset Purchase Agreement (Nations Flooring Inc)

Accuracy of Representations and Warranties. All representations and warranties by of Seller contained in this Agreement or (and in any written statement that shall be document delivered to Buyer under this Agreement in connection herewith) shall be true on and correct in all material respects when made and at and as of the Closing Date as though made at and as of that time, and Buyer shall have received a certificate, executed by Seller, repeating, as of the Closing Date, all such representations and warranties.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hispanic Television Network Inc)

Accuracy of Representations and Warranties. All Each of the representations and warranties by of Seller contained in this Agreement or in any written statement that shall be delivered to Buyer under other document or agreement referenced in this Agreement and signed or delivered by or on behalf of Seller shall be true and correct in all material respects 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 as though made at that timeDate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spansion Inc.)

Accuracy of Representations and Warranties. All The representations and warranties by of the Seller set out in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on true, accurate and not misleading as of at the Closing Date as though made at that timewith reference to the facts and circumstances then existing.

Appears in 1 contract

Samples: Agreement for the Purchase (Rubicon Minerals Corp)

Accuracy of Representations and Warranties. All ------------------------------------------ representations and warranties by of Seller made in or pursuant to this Agreement or in any written statement that shall be document or instrument delivered to Buyer under this Agreement Purchaser hereunder shall be true on and correct in all material respects at and as of the Closing Date with the same force and effect as though made at that timeand as of the Closing Date.

Appears in 1 contract

Samples: Acquisition Agreement (Positron Corp)

Accuracy of Representations and Warranties. All representations and warranties by Seller of the Buyer in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be being true on and correct as of the Closing Date as though made date of this Agreement and at that timethe time of Closing.

Appears in 1 contract

Samples: Stock Exchange Agreement (Broadview Media Inc)

Accuracy of Representations and Warranties. All representations and warranties by of Seller contained in this Agreement or in any written statement that shall be document delivered to Buyer under this Agreement pursuant hereto shall be true and correct in all material respects when made and on and as of the Closing Date as though made at that time.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Centura Software Corp)

Accuracy of Representations and Warranties. All Except as otherwise ------------------------------------------ permitted by this Agreement, all representations and warranties by Seller Buyer in this Agreement or in any written statement that shall be delivered to by Buyer under this Agreement shall be true on and as of the Closing Date as though made at that time.

Appears in 1 contract

Samples: Lease Agreement (Sycamore Park Convalescent Hospital)

Accuracy of Representations and Warranties. All representations and warranties by Seller of Purchaser and Ahead in this Agreement Agreement, or in any written statement that shall be delivered schedule, exhibit, document or certificate furnished to Buyer under Seller in connection with the transactions contemplated by this Agreement Agreement, shall be true on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate.

Appears in 1 contract

Samples: Non Competition Agreement (Diagnostic Retrieval Systems Inc)

Accuracy of Representations and Warranties. All The representations and warranties made by Seller Buyer contained in this Agreement or in any written statement that shall be document delivered to Buyer under this Agreement pursuant hereto shall be true accurate and correct in all respects on and as of the date when made, and on and as of the Closing Date as though if made at on and as of that timedate, and Seller shall have received a certificate dated the Closing Date signed by Buyer to the foregoing effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Flanders Corp)

Accuracy of Representations and Warranties. All The representations and warranties by of the Seller and the Company contained in this Agreement or in any written statement that shall be certificate or document delivered to Buyer under this Agreement the Purchaser pursuant hereto shall be true and correct (subject to the standard set forth in Section 1.09 hereof) on and as of the Closing Date as though made at on and as of that timedate.

Appears in 1 contract

Samples: Limited Liability Company Membership Purchase Agreement (Affiliated Computer Services Inc)

Accuracy of Representations and Warranties. All representations and warranties made by Seller Purchaser in this Agreement or and/or in any written statement that shall be delivered to Buyer by Purchaser under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenman Technologies Inc)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Buyer contained in this Agreement or in any written statement that shall be Buyer Document or closing certificate delivered to Buyer under this Agreement Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that timedate, other than such representations and warranties as are specifically made as of another date, and Buyer shall have delivered to Seller a certificate to that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenman Technologies Inc)

Accuracy of Representations and Warranties. All representations and warranties by Seller Buyer contained in this Agreement or in any written statement that shall be delivered to by Buyer under this Agreement shall be true on and as of the Closing Date as though such repre sentations and warranties were made at on and as of that timedate.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets (Us Electricar Inc)

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Accuracy of Representations and Warranties. All Each of the representations and warranties made by Seller in this Agreement or and in any written statement that shall be each of the other agreements and instruments delivered to Buyer under Purchaser in connection with the transactions contemplated by this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be true on and accurate in all material respects as of the Closing Date as though if made at that timeon the Closing Date except for items specifically permitted by this Agreement or consented to in writing by Purchaser (without giving effect to any update to the Disclosure Schedule).

Appears in 1 contract

Samples: Asset Purchase Agreement (Terayon Communication Systems)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of the Buyer contained in this Agreement or in any written statement that shall be certificate or document delivered to Buyer under this Agreement the Seller pursuant hereto shall be true and correct on and as of the Closing Date as though made at and as of that timedate, and the Buyer shall have delivered to the Seller a certificate to such effect. .3.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Atc Healthcare Inc /De/)

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties by Seller Buyer in this Agreement or in any written statement that shall be delivered to by Buyer under this Agreement shall be true on and as of the Closing Date as though made at that time.

Appears in 1 contract

Samples: Lease Agreement (Summit Care Corp)

Accuracy of Representations and Warranties. All Except as specifically permitted by this Agreement, all representations and warranties by Seller and the Sole Shareholder in this Agreement or in any written Schedule or statement that shall be delivered to Buyer Purchaser by Seller and the Sole Shareholder under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made at that time.

Appears in 1 contract

Samples: Asset Purchase Agreement (Research Engineers Inc)

Accuracy of Representations and Warranties. All of the representations and warranties by of Buyer and Seller contained in this Agreement or in any written statement that shall be delivered to Ancillary Buyer under this Agreement Document shall be true and correct on and as of the Closing Date as though made at that time, except where such failure to be true and correct shall not result in a material adverse effect on the Buyer’s ability to consummate the transactions set forth in this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (North American Scientific Inc)

Accuracy of Representations and Warranties. All representations and warranties by Seller Selling Parties in this Agreement or in any written statement that shall be have been delivered to Buyer by Selling Parties under this Agreement shall be true on and as of the Closing Date as though made at on and as of that timedate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mobile Mini Inc)

Accuracy of Representations and Warranties. All Each of the representations and warranties by of Seller contained in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on and as correct in all material respects; provided that any representation or warranty qualified by materiality shall be true and correct in all respects, and Seller shall have performed and satisfied in all material respects all of the Closing Date as though made at that timeits covenants, conditions and agreements and shall have delivered to Purchaser all documents and agreements required by this Agreement to be performed, satisfied or delivered by Seller prior to Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rc2 Corp)

Accuracy of Representations and Warranties. All representations and warranties made by Seller Buyer in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate (except those representations and warranties made as of a specified date, which shall be so true and correct as of such specified date).

Appears in 1 contract

Samples: Securities Purchase Agreement (Debt Resolve Inc)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Buyer contained in this Agreement or in any written statement that document, agreement or instrument delivered by it pursuant hereto shall be delivered to Buyer under this Agreement have been true when made, and, in addition, shall be true on and as of the Closing Date with the same force and effect as though made at that timeon and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Us Home & Garden Trust I)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Buyer contained in this Agreement or in any written statement that shall be Buyer Document or closing certificate delivered to Buyer under this Agreement Seller pursuant hereto shall be true and correct on and as of the Closing Date as though made at and as of that timedate, other than such representations and warranties as are specifically made as of another date, and Buyer shall have delivered to Seller a certificate to that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenman Technologies Inc)

Accuracy of Representations and Warranties. All representations and warranties by Seller of Buyer or its permitted assignee contained in this Agreement or (and any document delivered in any written statement that shall be delivered to Buyer under this Agreement connection herewith) shall be true on and complete in all material respects at and as of the Closing Date as though made at and as of that timetime and Seller shall have received a certificate, executed on behalf of Buyer or its permitted assignee by an officer thereof, to that effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hispanic Television Network Inc)

Accuracy of Representations and Warranties. All The representations and warranties by of Seller contained in this Agreement Agreement, in the Disclosure Schedule or in any written statement that shall be closing certificate or document delivered to Fiserv and Buyer under this Agreement pursuant hereto shall be true on and correct at and as of the date of this Agreement and shall be true and correct at and as of the Closing Date as though made at and as of that timetime other than such representations and warranties as are specifically made as of another date, and the Company and Seller shall each have delivered to Fiserv and Buyer certificates to that effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Interstate Bancsystem Inc)

Accuracy of Representations and Warranties. All representations and warranties by Seller contained in this Agreement or in any written statement that shall be delivered to Buyer by Seller under this Agreement shall be true true, in all material respects, on and as of the Closing Date as though such representations and warranties were made at as of that timedate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynatec International Inc)

Accuracy of Representations and Warranties. All The representations and warranties by of Seller contained in this Agreement or in any written statement that document, agreement or instrument delivered by it pursuant hereto shall be delivered to Buyer under this Agreement have been true when made, and, in addition, shall be true in all material respects on and as of the Closing Date with the same force and effect as though made at that timeon and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Audio Book Club Inc)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Buyer and Merger Sub contained in this Agreement and any documents, certificates or in any written statement that shall be other writings delivered to Buyer under this Agreement pursuant hereto shall be true and correct on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that timeaddress matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Organogenesis Holdings Inc.)

Accuracy of Representations and Warranties. All representations and warranties made by Seller the Buyer in this Agreement or and/or in any the written statement that shall be delivered to by the Buyer or Buyer under this Agreement shall be true and correct in all material respects on and as of each of the Closing Date as though such representations and warranties were made at that timeon and as of such dates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Playorena Inc)

Accuracy of Representations and Warranties. All warranties and representations and warranties by Seller in this Agreement Agreement, or in any written statement that shall be delivered schedule, exhibit, document or certificate furnished to Buyer under Purchaser in connection with the transactions contemplated by this Agreement Agreement, shall be true in all material respects on and as of the Closing Date as though made at that timeDate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diagnostic Retrieval Systems Inc)

Accuracy of Representations and Warranties. All representations and warranties made by Seller in this Agreement or that are qualified as to materiality and the representations made by Seller in any written statement that Section 4.1 shall be delivered to Buyer under true and correct in all respects, and all other representations and warranties made by Seller in this Agreement shall be true and correct in all material respects, on and as of the Closing Date as though such representations and warranties were made at on and as of that timedate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perkinelmer Inc)

Accuracy of Representations and Warranties. All The representations and warranties by of Seller and the Stockholder contained in this Agreement or in any written statement that shall be certificate or document delivered to Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that timedate, and Seller and the Stockholder shall have delivered to Buyer a certificate to that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Med E America Corp)

Accuracy of Representations and Warranties. All representations Each representation and warranties warranty made by Seller Buyer in this Agreement or given on its behalf hereunder or in any written statement that schedule, certificate, instrument or other document delivered pursuant hereto shall be delivered to Buyer under have been true and correct on the date of this Agreement and shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date as though made at that timeDate.

Appears in 1 contract

Samples: 6 Sale Agreement (Westinghouse Air Brake Co /De/)

Accuracy of Representations and Warranties. All representations representations, warranties and warranties by statements of Seller in this Agreement Agreement, or in any written statement that shall be delivered schedule or exhibit attached to Buyer under this Agreement Agreement, shall be true on and as of the Closing Date as though made at that time.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pc Tel Inc)

Accuracy of Representations and Warranties. All The ------------------------------------------ representations and warranties by Seller of Buyer set forth in this Agreement or in any written statement that shall be certificate executed and delivered by Buyer pursuant to Buyer under this Agreement shall be true and accurate on and as of the Closing Date with the same force and effect as though if they had been made at that timethe Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Atpos Com Inc)

Accuracy of Representations and Warranties. All The representations and warranties by of Seller contained in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement and all Related Agreements shall be true on and correct at and as of the Closing Date as though such representations and warranties were made at on that timedate, and Buyer shall have received a certificate to such effect signed by the President or a Vice President of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integral Vision Inc)

Accuracy of Representations and Warranties. All representations and warranties made by Seller in this Agreement or Agreement, in any Schedule(s) hereto, and/or in any written statement that shall be delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at that timeon and as of such dates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Playorena Inc)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Purchaser contained in this Agreement or in any written statement that shall be closing certificate or document delivered by Purchaser to Buyer under this Agreement Sellers pursuant hereto shall be true on and correct at the time of execution of this Agreement and as of the Closing Date as though made at and as of that timedate other than such representations and warranties as are specifically made as of another date. Sellers shall have received a certificate signed by duly authorized representatives of Purchaser to such effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Akela Pharma Inc.)

Accuracy of Representations and Warranties. All The representations and warranties made by Seller contained in this Agreement or in any written statement that shall be document delivered to Buyer under this Agreement pursuant hereto shall be true accurate and correct in all respects on and as of the date when made, and on and as of the Closing Date as though if made at on and as of that timedate, and Buyer shall have received a certificate dated the Closing Date signed by Seller to the foregoing effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Flanders Corp)

Accuracy of Representations and Warranties. All The representations and warranties by Seller of Buyer in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement Transaction Document shall be true on and accurate at and as of the relevant Closing Date with the same effect as though if made at that timeand as of such Closing Date, except for changes permitted or contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucentrix Broadband Networks Inc)

Accuracy of Representations and Warranties. All representations and warranties by Seller of the Buyer contained in this Agreement or in any written statement that shall be delivered by the Buyer to Buyer the Sellers and the Shareholders under this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date Date, as though made at on and as of that timedate, without giving effect to any supplement to the Schedules hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Juliana Mining Co Inc)

Accuracy of Representations and Warranties. All The representations and warranties by of Seller contained in this Agreement or in any written statement that shall be Seller Document or closing certificate delivered to Buyer under this Agreement pursuant hereto shall be true on and correct in all material respects at and as of the Closing Date as though made at and as of that timetime other than such representations and warranties as are specifically made as of another date, and Seller shall have delivered to Buyer a certificate to that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenman Technologies Inc)

Accuracy of Representations and Warranties. All Each of the representations and warranties by Seller of Buyer made in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made at that timeor given on and as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Global Partners Lp)

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