Common use of Bring-Down of Buyer Warranties and Covenants Clause in Contracts

Bring-Down of Buyer Warranties and Covenants. (a) All warranties and representations made by Buyer herein to Sellers in Article_V shall be true and correct on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) with the same effect as if such warranties and representations had been made on and as of the Closing Date, except where any such failures to be so true and correct, individually or in the aggregate, would not reasonably be expected to result in a Buyer Material Adverse Effect; (b) Buyer shall have performed and complied with, in all material respects, all agreements, covenants and conditions on its part required to be performed or complied with by this Agreement on or prior to the Closing Date; and (c) at the Closing, Sellers shall have received a certificate executed by an authorized officer of Buyer evidencing satisfaction of the conditions set forth in clauses (a) and (b).

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (MULTI COLOR Corp)

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Bring-Down of Buyer Warranties and Covenants. (a) All The warranties and representations made by Buyer herein to Sellers Seller in Article_V shall Article V (i) that are qualified by Buyer Material Adverse Effect or materiality must be true and correct on in all respects as of the date of this Agreement and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) with the same effect as if such warranties and representations had been made on and as of the Closing Date, except where any such failures to be so true and correct, individually or in the aggregate, would (ii) that are not reasonably be expected to result in a qualified by Buyer Material Adverse EffectEffect or materiality must be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) with the same effect as if such warranties and representations had been made on and as of the Closing Date; (b) Buyer shall have performed and complied with, in all material respects, all agreements, covenants and conditions on its part required to be performed or complied with by this Agreement on or prior to the Closing Date; and (c) at the Closing, Sellers Seller shall have received a certificate executed by an authorized officer of Buyer evidencing satisfaction of the conditions set forth in clauses (a) and (b).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Primis Financial Corp.), Stock Purchase Agreement (Primis Financial Corp.)

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Bring-Down of Buyer Warranties and Covenants. (a) All The warranties and representations made by Buyer herein to the Sellers in Article_V shall Article V (i) that are qualified by Buyer Material Adverse Effect or materiality must be true and correct on in all respects as of the date of this Agreement and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) with the same effect as if such warranties and representations had been made on and as of the Closing Date, except where any such failures to be so true and correct, individually or in the aggregate, would (ii) that are not reasonably be expected to result in a qualified by Buyer Material Adverse EffectEffect or materiality must be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) with the same effect as if such warranties and representations had been made on and as of the Closing Date; (b) Buyer shall have performed and complied with, in all material respects, all agreements, covenants and conditions on its part required to be performed or complied with by this Agreement on or prior to the Closing Date; and (c) at the Closing, if requested by Sellers, the Sellers shall have received a certificate executed by an authorized officer of Buyer evidencing satisfaction of the conditions set forth in clauses (a) and (b).

Appears in 1 contract

Samples: Purchase Agreement (Smartfinancial Inc.)

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