Common use of Accuracy of Representations Clause in Contracts

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 34 contracts

Samples: Share Purchase Agreement (Sandisk Corp), Stock Purchase Agreement (Allis Chalmers Energy Inc.), Share Purchase Agreement (Lennox International Inc)

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Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 20 contracts

Samples: Asset Purchase Agreement (Russ Berrie & Co Inc), Asset Purchase Agreement (MBI Financial, Inc.), Asset Purchase Agreement (Barry R G Corp /Oh/)

Accuracy of Representations. All of Buyer’s Purchaser's representations and warranties in this Agreement (considered collectively), and each of these Purchaser's representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 18 contracts

Samples: Stock Purchase Agreement (Wrestle Plex Sports Entertainment Group LTD), Stock Purchase Agreement (Golf Product Technologies Inc), Stock Purchase Agreement (Centurion Gold Holdings Inc)

Accuracy of Representations. All of Buyer’s Sellers' representations and warranties in this Agreement (considered collectively), and each of these Sellers' representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 17 contracts

Samples: Stock Purchase Agreement (Surforama Com Inc), Stock Purchase Agreement (Commodore Minerals Inc), Stock Purchase Agreement (Navigator Ventures Inc)

Accuracy of Representations. All of Buyer’s the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of these said representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the Scheduled Closing Date Time as if made on at the Scheduled Closing DateTime.

Appears in 14 contracts

Samples: Asset Purchase Agreement (Cardiva Medical, Inc.), Asset Purchase Agreement (Kranem Corp), Asset Purchase Agreement (Raindance Communications Inc)

Accuracy of Representations. All of Buyer’s Sellers' representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 11 contracts

Samples: Stock Purchase Agreement (Americas Shopping Mall Inc), Stock Purchase Agreement (Reynard Motorsport Inc), Loan and Stock Purchase Agreement (St Mary Land & Exploration Co)

Accuracy of Representations. All Each of Buyer’s representations and warranties in this Agreement (considered collectively)Agreement, and each of these representations and warranties (considered individually), must have been was accurate in all material respects as of the date of this Agreement and must be is accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Aristocrat International Pty LTD), Stock Purchase Agreement (White Gehrig H), Stock Purchase Agreement (Pokertek Inc)

Accuracy of Representations. All Each of BuyerShareholder’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been were accurate in all material respects as of the date of this Agreement Agreement, and must be are accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Aristocrat International Pty LTD), Stock Purchase Agreement (White Gehrig H), Stock Purchase Agreement (Aristocrat International Pty LTD)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 6 contracts

Samples: Purchase and Sale Agreement (Energy XXI Texas, LP), Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD), Purchase and Sale Agreement (Pogo Producing Co)

Accuracy of Representations. All of Buyer’s the representations and warranties made by the Vendors in this Agreement (considered collectively), and each of these said representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement Agreement, and must shall be accurate in all material respects as of the Scheduled Closing Date Time as if made on at the Scheduled Closing DateTime, without giving effect to any update to the Disclosure Schedule.

Appears in 6 contracts

Samples: Share Sale and Purchase Agreement (Asia Online LTD), Iaa Share Subscription Agreement (Asia Online LTD), Share Purchase Agreement (Asia Online LTD)

Accuracy of Representations. (a) All of Buyer’s Seller's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Disclosure Letter.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc), Share Purchase Agreement (Global Gold Corp), Stock Purchase Agreement (Allis Chalmers Corp)

Accuracy of Representations. All Each of Buyer’s the representations and warranties made by Buyer in this Agreement (considered collectively), and in each of these representations and warranties (considered individually), must the other Transaction Documents delivered to 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 must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 5 contracts

Samples: Asset Acquisition Agreement (Lifeapps Digital Media Inc.), Asset Purchase Agreement (Separation Degrees - One, Inc.), Asset Purchase Agreement (Separation Degrees - One, Inc.)

Accuracy of Representations. All of BuyerPurchaser’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 5 contracts

Samples: Share Purchase Agreement (Babydot CO), Mining Claims Purchase Agreement (Ivany Mining Inc), Stock Purchase Agreement (Greenhold Group Inc)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), both collectively and each of these representations and warranties (considered individually), ) must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Datethen made.

Appears in 5 contracts

Samples: Contribution Agreement (MHI Hospitality CORP), Stock Purchase Agreement (Knowles Electronics Holdings Inc), Contribution Agreement (MHI Hospitality CORP)

Accuracy of Representations. (a) All of Buyer’s Sellers’ representations and warranties in this Agreement (considered collectively), and each of these those representations and warranties (considered individuallyindividually)(without giving effect to any qualification contained therein as to materiality, including the phrases “material”, “in all material respects” and “material adverse change”), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 5 contracts

Samples: Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (BIMI International Medical Inc.)

Accuracy of Representations. All of Buyer’s Seller's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 5 contracts

Samples: Membership Purchase Agreement (Clearwater Ventures, Inc.), Asset Purchase Agreement (By&c Management Inc), Asset Purchase Agreement (By&c Management Inc)

Accuracy of Representations. All Each of Buyer’s 's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Best Energy Services, Inc.), Stock Purchase Agreement (Hybrook Resources Corp.), Stock Purchase Agreement (Hybrook Resources Corp.)

Accuracy of Representations. All Each of Buyer’s the representations and warranties made by Seller in this Agreement (considered collectively), and in each of these representations and warranties (considered individually), must the other Transaction Documents delivered to Buyer 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 must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Separation Degrees - One, Inc.), Asset Purchase Agreement (Separation Degrees - One, Inc.), Asset Purchase Agreement (Separation Degrees - One, Inc.)

Accuracy of Representations. All Each of BuyerSeller’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Best Energy Services, Inc.), Stock Purchase Agreement (Hybrook Resources Corp.), Stock Purchase Agreement (Hybrook Resources Corp.)

Accuracy of Representations. A. All of Buyer’s Seller's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Disclosure Schedule.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Elite Technologies Inc /Tx/), Stock Purchase Agreement (Elite Technologies Inc /Tx/), Stock Purchase Agreement (Concap Inc)

Accuracy of Representations. (a) All of Buyer’s the Sellers’ representations and warranties in this Agreement (considered collectively), both collectively and each of these representations and warranties (considered individually), ) must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Datethen made.

Appears in 4 contracts

Samples: Contribution Agreement (MHI Hospitality CORP), Contribution Agreement (MHI Hospitality CORP), Asset Purchase Agreement (MHI Hospitality CORP)

Accuracy of Representations. All Each of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 4 contracts

Samples: Option Agreement (Transatlantic Petroleum Ltd.), Purchase Agreement (Investview, Inc.), Share Purchase Agreement (Transatlantic Petroleum Ltd.)

Accuracy of Representations. All Each of Buyer’s the representations and warranties made by Purchaser in this Agreement (considered collectively), and in each of these representations the other agreements and warranties (considered individually), must instruments delivered to 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 Agreement, and must shall be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Moxian (BVI) Inc), Asset Acquisition Agreement (Claridge Ventures, Inc.), Equipment Purchase Agreement (Amarok Resources, Inc.)

Accuracy of Representations. All of BuyerPurchaser’s representations and warranties in this Agreement (considered collectively), and each of these Purchaser’s representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Homeland Security Network, Inc.), Stock Purchase Agreement (Paprezza Holdings, Inc), Stock Purchase Agreement (Odyssey Oil & Gas, Inc.)

Accuracy of Representations. All of Buyer’s Purchaser's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 3 contracts

Samples: Supply Agreement (Forbes Medi-Tech Inc.), Supply Agreement (Forbes Medi-Tech Inc.), Asset Purchase Agreement (Viking Systems Inc)

Accuracy of Representations. All of BuyerPurchaser’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually)Agreement, must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (Stony Hill Corp.), Asset Purchase Agreement (mCig, Inc.)

Accuracy of Representations. All Each of Buyer’s 's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Buyer's Disclosure Letter.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Gainsco Inc)

Accuracy of Representations. All of Buyer’s the representations and warranties of Seller in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement Agreement, and must shall be accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 3 contracts

Samples: Supply Agreement (Forbes Medi-Tech Inc.), Supply Agreement (Fmi Holdings Ltd.), Supply Agreement (Forbes Medi-Tech Inc.)

Accuracy of Representations. All Each of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 3 contracts

Samples: Share Purchase Agreement (Scripps E W Co /De), Asset Purchase Agreement (Power 3 Medical Products Inc), Asset Purchase Agreement (Iptimize, Inc.)

Accuracy of Representations. All of Buyer’s the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of these said representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the Closing Date as if made on at the Closing Date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Leadis Technology Inc), Asset Purchase Agreement (Aura Systems Inc), Asset Purchase Agreement (Exelixis Inc)

Accuracy of Representations. All of BuyerPurchaser’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 3 contracts

Samples: Supply Agreement (Fmi Holdings Ltd.), Asset Purchase Agreement (Hi Tech Pharmacal Co Inc), Asset Purchase Agreement (Hi Tech Pharmacal Co Inc)

Accuracy of Representations. All of Buyer’s Sellers’ representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 3 contracts

Samples: Mining Claims Purchase Agreement (Ivany Mining Inc), Alberta Mining Claims Purchase Agreement (Ivany Mining Inc), Mining Claims Purchase Agreement (Ivany Mining Inc)

Accuracy of Representations. All Each of Buyer’s the representations and warranties made by Seller in this Agreement (considered collectively), and in each of these representations the other agreements and warranties (considered individually), must instruments delivered to Purchaser and Purchaser in connection with the transactions contemplated by this Agreement shall have been materially accurate in all material respects as of the date of this Agreement Agreement, and must shall be materially accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Moxian (BVI) Inc), Asset Acquisition Agreement (Claridge Ventures, Inc.), Equipment Purchase Agreement (Amarok Resources, Inc.)

Accuracy of Representations. All of Buyer’s Seller's representations and warranties in this Agreement Agreement, together with the information provided in the Disclosure Schedule (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement Agreement, and must shall be accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc)

Accuracy of Representations. All of Buyer’s the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of these said representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Medical Transcription Billing, Corp), Asset Purchase Agreement (Medical Transcription Billing, Corp), Asset Purchase Agreement (Renovis Inc)

Accuracy of Representations. All of the Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 3 contracts

Samples: Stock Purchase Agreement (BOQI International Medical, Inc.), Share Purchase Agreement (Vantage Energy Services, Inc.), Stock Purchase Agreement (BOQI International Medical, Inc.)

Accuracy of Representations. All Each of Buyer’s Seller's and the Company's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Disclosure Letter.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Gainsco Inc)

Accuracy of Representations. All of Buyer’s the representations and warranties of the Sellers in this Agreement (considered collectively), ) and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Datewithout giving effect to any supplement to the Disclosure Schedules.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Corporate Staffing Resources Inc), Stock Purchase Agreement (Corporate Staffing Resources Inc), Stock Purchase Agreement (Corporate Staffing Resources Inc)

Accuracy of Representations. All of Buyer’s the representations and warranties of the Purchaser in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing DateClosing, without giving effect to any supplement to the Disclosure Schedules.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Corporate Staffing Resources Inc), Stock Purchase Agreement (Corporate Staffing Resources Inc)

Accuracy of Representations. All Each of Buyer’s the representations and warranties of Seller in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material mate-rial respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Disclosure Memorandum.

Appears in 2 contracts

Samples: Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (Stony Hill Corp.)

Accuracy of Representations. All of Buyer’s 's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Measurement Specialties Inc), Stock Purchase Agreement (Envoy Corp /Tn/)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been were accurate in all material respects as of the date of this Agreement Effective Date and must be are accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 2 contracts

Samples: Development Asset Acquisition Agreement, Development Asset Acquisition Agreement

Accuracy of Representations. All of Buyer’s 's representations and warranties in this Agreement (Agreement, considered collectively), and each of these representations and warranties (warranties, considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Acquisition Agreement (Eateries Inc), Acquisition Agreement (Eateries Inc)

Accuracy of Representations. All Each of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Lodgenet Entertainment Corp), Asset Purchase Agreement (Lodgenet Entertainment Corp)

Accuracy of Representations. All Each representation and warranty of Buyer’s representations each Seller and warranties Shareholder in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been be accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Atria Communities Inc, Atria Communities Inc

Accuracy of Representations. All of Buyer’s Seller's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, giving effect to any supplement to any Schedule.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Meadowbrook Rehabilitation Group Inc), Asset Purchase Agreement (Newcare Health Corp)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement Agreement, and must shall be accurate in all material respects as of the time of the Closing Date as if made on then made, without giving effect to any supplement to the Closing DateSchedules.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Market Leader, Inc.), Asset Purchase Agreement (Tree.com, Inc.)

Accuracy of Representations. All of Buyer’s 's representations and warranties in this Agreement (considered collectively)Agreement, individually and each of these representations and warranties (considered individually)in the Aggregate, must have been be and remain accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the respective Closing Date as if made on the respective Closing Date.

Appears in 2 contracts

Samples: Stock Subscription Agreement (Probe Manufacturing Inc), Stock Subscription Agreement (Probe Manufacturing Inc)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these such representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/), Asset Purchase Agreement (Caraustar Industries Inc)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Talx Corp), Asset Purchase Agreement (Napster Inc)

Accuracy of Representations. All of Buyer’s Sellers’ representations and warranties in this Agreement (considered collectively)Agreement, individually and each of these representations and warranties (considered individually)in the aggregate, must have been be and remain accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Limited Liability Company Ownership Interest Purchase Agreement (Arcadia Resources, Inc), Limited Liability Company Ownership Interest (Generex Biotechnology Corp)

Accuracy of Representations. All of Buyer’s the Sellers representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually)this, must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Centurion Gold Holdings Inc), Stock Purchase Agreement (Advanced Sports Technologies Inc)

Accuracy of Representations. All of BuyerSeller’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Paprezza Holdings, Inc), Share Purchase Agreement (Babydot CO)

Accuracy of Representations. All of Buyer’s 's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), ) must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Disclosure Schedule.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Delta Petroleum Corp/Co), Asset Purchase Agreement (Capco Energy Inc)

Accuracy of Representations. All of Buyer’s Sellers' representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), ) must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Disclosure Schedule.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Capco Energy Inc), Asset Purchase Agreement (Delta Petroleum Corp/Co)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date Effective Date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Alexander & Baldwin, Inc.), Purchase and Sale Agreement (Alexander & Baldwin, Inc.)

Accuracy of Representations. All Each of BuyerSeller’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Share Purchase Agreement (Transatlantic Petroleum Ltd.), Option Agreement (Transatlantic Petroleum Ltd.)

Accuracy of Representations. All of Buyer’s the representations and warranties of the Shareholders in this Agreement (considered collectively), ) and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing DateClosing.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Corporate Staffing Resources Inc), Asset Purchase Agreement (Corporate Staffing Resources Inc)

Accuracy of Representations. All of Buyer’s the Purchasers’ representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement Agreement, and must shall be accurate in all material respects as of the time of the Closing as if made on and as of such date; provided, that each of the representations and warranties in this Agreement that contains an express materiality qualification shall have been accurate in all respects as of the date of this Agreement, and shall be accurate in all respects as of the Closing Date as if made on the Closing Dateand as of such date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Xinyuan Real Estate Co LTD), Share Purchase Agreement (Xinyuan Real Estate Co LTD)

Accuracy of Representations. All of Buyer’s Seller's and Eateries' representations and warranties in this Agreement (Agreement, considered collectively), and each of these representations and warranties (warranties, considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Acquisition Agreement (Eateries Inc), Acquisition Agreement (Eateries Inc)

Accuracy of Representations. All of Buyer’s Seller's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement Agreement, and must shall be accurate in all material respects as of the time of the Closing Date as if made on then made, without giving effect to any supplement to the Closing DateDisclosure Schedule.

Appears in 2 contracts

Samples: 2 Asset Purchase Agreement (Electric Fuel Corp), Asset Purchase Agreement (Checkpoint Systems Inc)

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Accuracy of Representations. (a) All of Buyer’s Shareholders' representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Imco Recycling Inc), Agreement and Plan of Merger (Accel International Corp)

Accuracy of Representations. All of Buyer’s the representations and warranties made by the Seller and Shareholder in this Agreement (considered collectively), and each of these said representations and warranties (considered individually), must shall have been accurate in all material Material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Jaco Electronics Inc), Asset Purchase Agreement (Sagamore Holdings Inc)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been be accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the each Closing Date as if made on the such Closing Date.

Appears in 2 contracts

Samples: Stock Transfer Agreement (CHS Inc), Stock Transfer Agreement (CHS Inc)

Accuracy of Representations. All of BuyerSeller’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been be accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the each Closing Date as if made on the such Closing Date.

Appears in 2 contracts

Samples: Stock Transfer Agreement (CHS Inc), Stock Transfer Agreement (CHS Inc)

Accuracy of Representations. All Each of Buyerthe Purchaser’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects true and correct as of the date of this Agreement Agreement, and must be accurate in all material respects have been true and correct as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Asset Transfer Agreement (Longtop Financial Technologies LTD), Asset Transfer Agreement (Longtop Financial Technologies LTD)

Accuracy of Representations. All of Buyer’s the representations and warranties of the Purchaser in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing DateClosing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Corporate Staffing Resources Inc), Stock Purchase Agreement (Corporate Staffing Resources Inc)

Accuracy of Representations. All of Buyer’s the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of these said representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the Closing Date as if made on at the Closing DateClosing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vuance), Asset Purchase Agreement (Emergent Information Technologies Inc)

Accuracy of Representations. All of Buyer’s Sellers’ representations and warranties in this Agreement (considered collectively)Agreement, individually and each of these representations and warranties (considered individually)in the aggregate, must have been be accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Edison Nation, Inc.), Purchase and Sale Agreement (Edison Nation, Inc.)

Accuracy of Representations. All Each of BuyerSeller’s representations and warranties in this Agreement (considered collectively), must be true and each of these representations and warranties (considered individually), must have been accurate in all material respects correct as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Four Rivers Bioenergy Inc.), Asset Purchase Agreement (Four Rivers Bioenergy Inc.)

Accuracy of Representations. All of Buyer’s the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of these said representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the Scheduled Closing Date Time as if made on at the Scheduled Closing DateTime.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cayenta Inc), Stock Purchase Agreement (Titan Corp)

Accuracy of Representations. All of Buyer’s the Shareholders representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been were accurate in all material respects as of the date of this Agreement Agreement, and must be are accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aristocrat International Pty LTD), Stock Purchase Agreement (Pokertek Inc)

Accuracy of Representations. All of Buyer’s the representations and warranties of Seller in this Agreement (considered collectively), and each of these such representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement hereof, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Green Mountain Coffee Inc), Asset Purchase Agreement (Multi Color Corp)

Accuracy of Representations. All of Buyer’s the Seller's representations ------------------------------ and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Measurement Specialties Inc)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects respects, except for any representation that contains any materiality qualification or condition which such representation shall simply be accurate in all respects, as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if the same made on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (IMAC Holdings, Inc.)

Accuracy of Representations. All of Buyer’s the representations ---------------------------- and warranties of Buyer in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the Closing Date as if made on the Closing Date.;

Appears in 1 contract

Samples: Asset Purchase Agreement (Agway Inc)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp)

Accuracy of Representations. All of Buyer’s 's representations and --------------------------- warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been materially accurate in all material respects as of the date of this Agreement and must be materially accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (One Source Telecommunications Inc)

Accuracy of Representations. All of Buyer’s Sellers' representations and --------------------------- warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate true and correct in all material respects as of the date of this Agreement Agreement, and must be accurate true and correct in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Commercial Aggregates Transportation & Sales LLC)

Accuracy of Representations. All of BuyerPurchaser’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: LLC Interest Purchase Agreement (Medcath Corp)

Accuracy of Representations. All of Buyer’s 's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.. Buyer's Performance. -------------------

Appears in 1 contract

Samples: Stock Purchase Agreement (Elite Technologies Inc /Tx/)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Optical Sensors Inc)

Accuracy of Representations. All of Buyerthe Acquirer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), ) must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Contribution Agreement (Americold Realty Trust)

Accuracy of Representations. All of Buyer’s the representations and warranties of Sellers in this Agreement (considered collectively), and each of these such representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplements to the Disclosure Schedules.

Appears in 1 contract

Samples: Asset Purchase Agreement

Accuracy of Representations. All of Buyer’s the representations and warranties of Seller in this Agreement (considered collectively), and each of these such representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Purchase Agreement

Accuracy of Representations. All of the Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Employment Agreement (Natrol Inc)

Accuracy of Representations. All Each of Buyer’s the representations and warranties made by Purchaser in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement Agreement, and must shall be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Rapid7, Inc.)

Accuracy of Representations. All of Buyer’s Purchaser?s representations and warranties in this Agreement (considered collectively), and each of these Purchaser?s representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Sports Technologies Inc)

Accuracy of Representations. All Each of the Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material (other than those already containing “materiality” or “material adverse effect” or similar qualifiers, which shall be true, correct and complete in all respects) respects as of the Closing Date as if made on the Closing DateDate and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Insurance Auto Auctions, Inc)

Accuracy of Representations. All of Buyer’s Sellers’ representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Peak Resorts Inc)

Accuracy of Representations. All Each of Buyer’s Seller's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Transatlantic Petroleum Ltd.)

Accuracy of Representations. All of Buyer’s the Sellers’ representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), ) must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Sellers Disclosure Schedules, and each of the Sellers’ representations and warranties in Section 4.2.6 must have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Sellers Disclosure Schedules.

Appears in 1 contract

Samples: Contribution Agreement (Americold Realty Trust)

Accuracy of Representations. All of Buyer’s the representations and warranties made by the Seller in this Agreement (considered collectively), and each of these said representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement Agreement, and must shall be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any update to the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cavium Networks, Inc.)

Accuracy of Representations. All of Buyer’s the representations and warranties made by the Shareholders and the Seller in this Agreement (considered collectively), and each of these said representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement Agreement, and must shall be accurate in all material respects as of the Closing Date as if made on at the Closing Date, without giving effect to any update to the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Transcription Billing, Corp)

Accuracy of Representations. All Each of Buyer’s 's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been be accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if such representations and warranties had been made on as of the Closing DateDate and Buyer shall deliver an officer's certificate certifying such at the Closing.

Appears in 1 contract

Samples: Supply Agreement (Aldila Inc)

Accuracy of Representations. All of Buyer’s representations and warranties of Buyer in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must shall have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the time of the Closing Date as if made on the Closing Datethen made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Winnebago Industries Inc)

Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these such representations and warranties (considered individually), must have been shall be true and accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as time of the Closing Date as if made on the Closing DateClosing.

Appears in 1 contract

Samples: Purchase Agreement (Richardson Electronics LTD/De)

Accuracy of Representations. All of Buyer’s 's representations and --------------------------- warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must shall be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pierce Leahy Corp)

Accuracy of Representations. All of Buyer’s 's and Andritz's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 1 contract

Samples: Asset and Share Purchase Agreement (Selas Corp of America)

Accuracy of Representations. All of Buyer’s representations and warranties by Buyer and Xxxxxxx in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing DateDate unless stated to be effective as of an earlier date.

Appears in 1 contract

Samples: Stock Purchase Agreement (MCF Corp)

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