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 113 contracts

Samples: Stock Purchase Agreement (Network Cn Inc), Membership Interest Purchase Agreement (Better for You Wellness, Inc.), Stock Purchase Agreement (Astec Industries 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 30 contracts

Samples: Asset Purchase Agreement (Aberdeen Idaho Mining Co), Stock Purchase Agreement (Star Energy Corp), Asset Purchase Agreement (Aberdeen Idaho Mining Co)

Accuracy of Representations. (a) 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 Letter.

Appears in 19 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement

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 8 contracts

Samples: Purchase and Sale Agreement (American Community Properties Trust), Membership Interest Purchase Agreement (Gryphon Gold Corp), Stock Purchase Agreement (Home System Group)

Accuracy of Representations. All of BuyerSeller'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 Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Datethen made.

Appears in 8 contracts

Samples: Purchase Agreement (Specialty Contractors, Inc.), Purchase Agreement (SW China Imports, Inc.), Purchase Agreement (X-Change Corp)

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 8 contracts

Samples: Share Purchase Agreement (Cannabis Science, Inc.), Purchase Agreement (Specialty Contractors, Inc.), Purchase Agreement (SW China Imports, 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 and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

Appears in 8 contracts

Samples: Stock Purchase Agreement (Commercial National Financial Corp /Pa), Stock Purchase Agreement (Inmedica Development Corp), Membership Interest Purchase Agreement and Recapitalization Agreement (Suiza Foods Corp)

Accuracy of Representations. All of Buyer's and Acquisition'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 7 contracts

Samples: Merger Agreement (Office Centre Corp), Merger Agreement (Office Centre Corp), Merger Agreement (Office Centre Corp)

Accuracy of Representations. All of Each Buyer's representations and warranties in this Agreement (considered collectively), 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; provided, that each representation and warranty that is qualified as to materiality was accurate in all respects as of the date of this Agreement, and is accurate in all respects as of the Closing Date as if made on the Closing Date.

Appears in 7 contracts

Samples: Share Purchase Agreement (Spark Networks PLC), Share Purchase Agreement (Spark Networks PLC), Share Purchase Agreement (Spark Networks PLC)

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 7 contracts

Samples: Share Purchase Agreement (Transatlantic Petroleum Ltd.), Escrow Agreement (Craftmade International Inc), Stock Purchase Agreement (Encore Medical Corp)

Accuracy of Representations. All of Buyer's Buyers' 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 6 contracts

Samples: Purchase Agreement (Franklin Covey Co), Purchase Agreement (Franklin Covey Co), Partnership Interests Purchase Agreement (Texas Industries 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 Letter.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Speizman Industries Inc), Stock Purchase Agreement (WMF Group LTD), Stock Purchase Agreement (Pharmaceutical Product Development 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 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: Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (GlobalOptions Group, Inc.)

Accuracy of Representations. (a) 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 5 contracts

Samples: Stock Purchase Agreement (Origin Investment Group Inc), Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Morrison Health Care 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 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 5 contracts

Samples: Stock Acquisition Agreement (Talton Invision Inc), Stock Acquisition Agreement (Talton Invision Inc), Asset Purchase Agreement (Talton Invision Inc)

Accuracy of Representations. All of Each Buyer's ’s representations and warranties in this Agreement (considered collectively), 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; provided, that each representation and warranty that is qualified as to materiality was accurate in all respects as of the date of this Agreement, and is accurate in all respects as of the Closing Date as if made on the Closing Date.

Appears in 5 contracts

Samples: Share Purchase Agreement (Spark Networks PLC), Share Purchase Agreement (Spark Networks PLC), Share Purchase Agreement (Spark Networks PLC)

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 5 contracts

Samples: Asset Purchase Agreement (Advanced Bio/Chem Inc), Asset Purchase Agreement (Platinum Entertainment Inc), Asset Purchase Agreement (Platinum Entertainment Inc)

Accuracy of Representations. All of BuyerSellers' 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 4 contracts

Samples: Merger Agreement (Office Centre Corp), Merger Agreement (Office Centre Corp), Merger Agreement (Office Centre 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 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: Stock Purchase Agreement (Polyphase Corp), Stock Purchase Agreement (Polyphase Corp), Stock Purchase Agreement (Polyphase Corp)

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 4 contracts

Samples: Stock Purchase Agreement (Polyphase Corp), Stock Purchase Agreement (Polyphase Corp), Stock Purchase Agreement (Polyphase 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 Letter.

Appears in 4 contracts

Samples: Membership Interests Purchase Agreement (Cal Maine Foods Inc), Stock Purchase Agreement (Aduddell Industries Inc), Stock Purchase Agreement (Allis Chalmers Energy 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 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: Agreement and Plan of Merger (Intermagnetics General Corp), Stock Purchase Agreement (WMF Group LTD), Stock Purchase Agreement (United Stationers Supply Co)

Accuracy of Representations. (a) 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 4 contracts

Samples: Stock Exchange Agreement (Maxus Technology Corp), Stock Purchase Agreement (Integrated Orthopedics Inc), Stock Purchase Agreement (Integrated Orthopedics 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 and must be accurate in all material respects as of the Closing Date as if made on the Closing Datethen made.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Colonels International Inc), Agreement and Plan of Merger (Spartan Motors Inc), Agreement and Plan of Merger (Spartan Motors Inc)

Accuracy of Representations. (a) 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 3 contracts

Samples: Share Exchange Agreement (Origin Investment Group Inc), Stock Exchange Agreement (Maxus Technology Corp), 18 Stock Purchase Agreement (Master Graphics 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 Schedules.

Appears in 3 contracts

Samples: Acquisition Agreement (Carnegie International Corp), Stock Purchase Agreement (Advancepcs), Acquisition Agreement (Carnegie International Corp)

Accuracy of Representations. (a) 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 Schedule.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Integrated Orthopedics Inc), Stock Purchase Agreement (Integrated Orthopedics Inc), Stock Purchase Agreement (Integrated Orthopedics Inc)

Accuracy of Representations. All of Buyer's Sellers’ and Company’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 3 contracts

Samples: Share Purchase Agreement (Franklin Towers Enterprises Inc), Stock Purchase Agreement (Sockeye Seafood Group Inc), Stock Purchase Agreement (Star Energy Corp)

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 Schedules.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Masada Security Holdings Inc), Stock Purchase Agreement (Masada Security Holdings Inc)

Accuracy of Representations. (a) 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 Letter.

Appears in 2 contracts

Samples: Stock Purchase Agreement (James River Coal CO), Equity Purchase Agreement (Zumiez Inc)

Accuracy of Representations. All of Buyer's representations and warranties in this Agreement (considered collectively)Agreement, and each of these representations and warranties (considered individually)warranties, 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: Stock Purchase Agreement (Setech Inc /De), 1 Stock Purchase Agreement (Allis Chalmers 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 have been accurate in all material Material respects as of the date of this Agreement and must be accurate in all material Material respects as of the Closing Date as if made on the Closing Date.. 8.2

Appears in 2 contracts

Samples: Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)

Accuracy of Representations. All of Buyer's representations and warranties in this Agreement (considered collectively)collectively and individually and giving effect to any Schedules delivered by Buyer to Seller, and each of these representations and warranties (considered individually), except for supplements) 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 2 contracts

Samples: Member Interest Purchase Agreement (Willis Lease Finance Corp), Share Purchase Agreement (Willis Lease Finance Corp)

Accuracy of Representations. All of Buyer's and Parent'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 (MotivNation, Inc.), Asset Purchase Agreement (Right Start Inc /Ca)

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 except to the extent to which such representations and warranties are specifically stated to be as of a different date, 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 pursuant to SECTION 6.5.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (K Tel International Inc), Purchase and Sale Agreement (Platinum Entertainment 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 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 (Transit Group Inc), Agreement (Transit Group 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 Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Industrial Acoustics Co Inc), Stock Purchase Agreement (Industrial Acoustics Co 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 2 contracts

Samples: Stock Purchase Agreement (Cpi Corp), Stock Purchase Agreement (Cpi 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 (except to the extent to which such representations and warranties are specifically stated to be as of a different date) 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 (Platinum Entertainment Inc), Purchase and Sale Agreement (K Tel International 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 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 (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc)

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 2 contracts

Samples: Stock Purchase Agreement (Aristocrat International Pty LTD), 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 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 (Infocure Corp), Stock Purchase Agreement (Standard Pacific Corp /De/)

Accuracy of Representations. All of Buyer's Buyer and Parent’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 the Closing Datethen made.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ceco Environmental Corp), Asset Purchase Agreement (Ceco Environmental Corp)

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 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 Reorganization (Transit Group Inc), Stock Purchase Agreement (Transit Group Inc)

Accuracy of Representations. All of Buyer'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 Closing Date as if made on the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Critical Home Care Inc), Stock Purchase Agreement (American Physicians Capital 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 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 (Maverick Tube Corporation), 11 Stock Purchase Agreement (Master Graphics 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 2 contracts

Samples: Equity Purchase Agreement (Miracor Diagnostics Inc), Equity Purchase Agreement (Miracor Diagnostics 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 and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, unless all such inaccuracies in the aggregate do not materially adversely affect the benefits obtained by Sellers under this Agreement and the Contemplated Transactions.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Suggs Carroll W), Stock Purchase Agreement (Petroleum Helicopters 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 2 contracts

Samples: Asset Purchase Agreement (Brightcube Inc), Stock Purchase Agreement (MPW Industrial Services Group Inc)

Accuracy of Representations. All of Buyer's and Acquisition'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: Merger Agreement (Office Centre Corp), Merger Agreement (Office Centre 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 have been without any materiality qualification) shall 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, excluding any representations and warranties expressly made as of a particular date, which shall be accurate in all material respects as of such date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (New Valley Corp), Purchase and Sale Agreement (Insignia Financial Group Inc /De/)

Accuracy of Representations. (a) All of Buyerthe 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Simex Technologies Inc), Simex Stock Purchase Agreement (Simex Technologies Inc)

Accuracy of Representations. All of Buyer's Sellers' representations and warranties contained 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, unless all such inaccuracies in the aggregate do not materially adversely affect the benefits obtained by Buyer under this Agreement and the Contemplated Transactions.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Suggs Carroll W), Stock Purchase Agreement (Petroleum Helicopters Inc)

Accuracy of Representations. All of Buyer's representations and warranties warrants 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 2 contracts

Samples: Stock Purchase Agreement (Masada Security Holdings Inc), Stock Purchase Agreement (Masada Security Holdings 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 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

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 1 contract

Samples: Stock Purchase Agreement (Nortech Systems 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 and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.Date and must be accurate in all respects as of the time of Closing if then made. ,

Appears in 1 contract

Samples: Asset Purchase Agreement (Allis Chalmers Corp)

Accuracy of Representations. All of Buyer's and APA'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 (Apa Optics Inc /Mn/)

Accuracy of Representations. All of Buyer's the representations and warranties of Sellers and the Company 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 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: Stock Acquisition Agreement (Talton Invision Inc)

Accuracy of Representations. All of Buyer's Seller' 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, subject to the effect of any supplement to the Disclosure Letter.

Appears in 1 contract

Samples: Stock Purchase Agreement (Isg Resources Inc)

Accuracy of Representations. All of Buyer's the representations and warranties made by the Buyers 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 Dateclosing date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Planet Polymer Technologies Inc)

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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 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: Membership Interest Purchase Agreement and Recapitalization Agreement (Suiza Foods 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 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: Stock Purchase Agreement (Tel Instrument Electronics 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 Datethen made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Documentum 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 1 contract

Samples: Stock Purchase Agreement (American Physicians Capital Inc)

Accuracy of Representations. All 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 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: Agreement and Plan of Merger (Lifecodes Corporation)

Accuracy of Representations. 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 1 contract

Samples: Asset Purchase Agreement (Apa Optics Inc /Mn/)

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, giving effect to any Notification pursuant to Section 5.4.

Appears in 1 contract

Samples: Stock Purchase Agreement (Phoenix International Industries Inc /Fl/)

Accuracy of Representations. (a) All of Buyer's Seller' 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: LLC Ownership Interest Purchase Agreement (Vystar Corp)

Accuracy of Representations. All Except as contemplated by this Agreement, 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: Stock Purchase Agreement (Computer Task Group Inc)

Accuracy of Representations. All of Buyer's the representations and warranties made by the Purchaser and the Acquisition Sub 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 1 contract

Samples: Asset Purchase Agreement (Asyst Technologies Inc /Ca/)

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 shall be 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: Asset Purchase Agreement (Birks Group Inc.)

Accuracy of Representations. All of BuyerSeller's representations and warranties in this Purchase 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 Purchase Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without regard to any supplement to the Disclosure Schedules.

Appears in 1 contract

Samples: Asset Purchase Agreement (Southern Pacific Funding Corp)

Accuracy of Representations. All Each of Buyer's the representations and warranties of each of 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 Datethen made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Documentum Inc)

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, unless all such inaccuracies in the aggregate do not materially adversely affect the benefits obtained by Sellers under this Agreement and the Contemplated Transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Phi 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, without giving effect to any supplement to the Disclosure Letter.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aquagenix Inc/De)

Accuracy of Representations. All of Buyer's and Acquisition'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: Merger Agreement (Compscripts Inc)

Accuracy of Representations. All Each of Buyer's the Sellers' 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 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 (Setech Inc /De)

Accuracy of Representations. (a) 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 1 contract

Samples: Stock Purchase Agreement (Scan Optics 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 Letter.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hemacare Corp /Ca/)

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 ) 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 (Schawk 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 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 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Accuracy of Representations. All Each of Buyer's the representations and warranties made by 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 Scheduled Closing Date Time as if made on at the Scheduled Closing DateTime.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oil Dri Corporation of America)

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, except for those representations and warranties made of a specified date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nationsrent 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 Date.then made. 7.2

Appears in 1 contract

Samples: Share Purchase Agreement (Cannabis Capital Corp.)

Accuracy of Representations. All of BuyerSellers' and 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 DateDate without giving effect to any supplement to the Disclosure Letter.

Appears in 1 contract

Samples: Merger Agreement (Compscripts Inc)

Accuracy of Representations. All of BuyerPurchaser's and Merger Subs 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: Agreement and Plan of Reorganization and Merger (Intermagnetics General 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), Buyer’s Closing Documents 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 (Level20 Inc.)

Accuracy of Representations. (a) All of Buyer's Seller' 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 1 contract

Samples: Stock Exchange Agreement (American Resources & Development Co)

Accuracy of Representations. All of BuyerSeller's representations and warranties in this Agreement (considered collectively), and each of these Seller'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 (Sonoma College Inc)

Accuracy of Representations. All of Buyer's and Acquisition's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), all statements in the Disclosure Document must have been accurate in all material respects as of the date of this Agreement their respective dates 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: Merger Agreement (Office Centre 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 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 Supplemental Schedule.

Appears in 1 contract

Samples: Stock Purchase Agreement (H&r Block Inc)

Accuracy of Representations. (a) All of BuyerSellers' 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 Schedules.

Appears in 1 contract

Samples: Stock Purchase Agreement (Guitar Center Inc)

Accuracy of Representations. All of BuyerSeller's representations and warranties in this Agreement (considered collectively)Agreement, and each of these representations and warranties (considered individually)warranties, 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: 1 Stock Purchase Agreement (Allis Chalmers 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 1 contract

Samples: Stock Purchase Agreement (Qad Inc)

Accuracy of Representations. (a) All of Buyer's representations and warranties in this Agreement (considered collectively), and each of these its representations and warranties in this Agreement (considered individually), must have been accurate accurate, in light of the circumstance under which they were made, 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: Stock Purchase Agreement (T-3 Energy Services Inc)

Accuracy of Representations. All of Buyer's the representations and warranties of the Company and 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 Agreement, and must be accurate in all material respects at and as of the Closing Date Date, as if made on at and as of the Closing Date; provided however that the representations and warranties set forth in Section C.3 and Section C.4 must be accurate in all respects.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amkor Technology 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 Closing Date and must be accurate in all material respects as of the Closing FCC Approval Date as if made on the Closing FCC Approval Date.

Appears in 1 contract

Samples: Purchase Agreement (VDC Communications Inc)

Accuracy of Representations. All of Buyer's and Acquisition'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, without giving effect to any Supplement to the Buyer's Disclosure Schedule.

Appears in 1 contract

Samples: Merger Agreement (Office Centre 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 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 Buyer Disclosure Schedule, except for supplements related to changes in the Ordinary Course of Business.

Appears in 1 contract

Samples: Noncompetition Agreement (Pacific Coast Apparel Co Inc)

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