Common use of Continued Truth of Representations and Warranties Clause in Contracts

Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the Seller. The Buyer shall have performed and complied with all terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nucycle Therapy Inc), Asset Purchase Agreement (Satcon Technology Corp)

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Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- Compliance with Covenants and Obligations. (i) The representations and warranties of ----------------------------------------- the Buyer made by Purchaser in this Agreement shall be true in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the Seller. The Buyer , and (ii) Purchaser shall have performed and complied with all terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at on the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hansen Natural Corp)

Continued Truth of Representations and Warranties. of ---------------------------------------------------- the BuyerSeller; -------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and ----------------------------------------------------- warranties of ----------------------------------------- the Buyer in this Agreement Seller shall be true on and as of the Closing Delivery Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the SellerBuyer. The Buyer Seller shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at on the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bottomline Technologies Inc /De/)

Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- --------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties ----------------------------------------- of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the SellerStockholders' Representative. The Buyer shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Open Market Inc)

Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- Buyer ---------------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as date of such date, except for any changes consented to in writing by the SellerClosing. The Buyer shall have performed and complied in all material respects with all terms, conditions, obligations, agreements and restrictions covenants required by this Agreement to be performed or complied with by it prior to or at the Closing Datedate of Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Unidigital Inc)

Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- --------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties ----------------------------------------- of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the SellerStockholders. The Buyer shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (On Technology Corp)

Continued Truth of Representations and Warranties. of the BuyerSeller; -------------------------------------------------------------- Compliance --------------------------------------------------------------- compliance with Covenants and Obligations. The representations and warranties of ----------------------------------------- ------------------------------------------ the Buyer in this Agreement Seller shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the SellerBuyer. The Buyer Seller shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucycle Therapy Inc)

Continued Truth of Representations and Warranties. of the BuyerSeller; -------------------------------------------------------------- --------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties of ----------------------------------------- the Buyer in this Agreement Seller shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the SellerBuyer. The Buyer Seller shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (V I Technologies Inc)

Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- --------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the Seller. The Buyer shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Harbor Global Co LTD)

Continued Truth of Representations and Warranties. of the BuyerBuyer and --------------------------------------------------------------------- Unidigital; -------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and ------------------------------------------------------ warranties of ----------------------------------------- the Buyer and Unidigital in this Agreement shall be true on and correct in all material respects as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the Sellerdate hereof. The Buyer and Unidigital shall have performed and complied with all terms, conditions, obligations, agreements and restrictions covenants required by this Agreement to be performed or complied with by it each of them prior to or at the Closing Datedate hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Unidigital Inc)

Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- Compliance Comt with Covenants and Obligations. Obligations The representations and warranties of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the SellerCompany and the Stockholder. The Buyer shall have performed and complied with all terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Home Director Inc)

Continued Truth of Representations and Warranties. of the BuyerBuyer -------------------------------------------------------------- and the Parent; -------------------------------------------------------------- Compliance with Covenants and Obligations. The representations --------------------------------------------------------- and warranties of ----------------------------------------- the Buyer and the Parent in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the SellerSellers. The Buyer and the Parent shall have performed and complied with all terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it them prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology Corp)

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Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- --------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties ----------------------------------------- of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the SellerDate. The Buyer shall have performed and complied with all terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology Corp)

Continued Truth of Representations and Warranties. of ---------------------------------------------------- the Buyer; -------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and ---------------------------------------------------- warranties of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Delivery Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the Seller. The Buyer shall have performed and complied with all terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bottomline Technologies Inc /De/)

Continued Truth of Representations and Warranties. of the BuyerBuyer -------------------------------------------------------------- Entities; -------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and --------------------------------------------------- warranties of ----------------------------------------- each of the Buyer Entities in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the SellerSeller Entities. The Buyer Entities shall have performed and complied with all terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it any of them, respectively, prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Peritus Software Services Inc)

Continued Truth of Representations and Warranties. of the BuyerSellers; -------------------------------------------------------------- ----------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties ----------------------------------------- of ----------------------------------------- the Buyer in this Agreement Sellers shall be true in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the SellerBuyer. The Buyer Sellers shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it them prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lifeline Systems Inc)

Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- --------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties ----------------------------------------- of ----------------------------------------- the Buyer in this Agreement shall be true in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the SellerSellers. The Buyer shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lifeline Systems Inc)

Continued Truth of Representations and Warranties. of the Buyer; -------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the Seller. The Buyer shall have performed and complied with all terms, conditions, obligations, covenants, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (V I Technologies Inc)

Continued Truth of Representations and Warranties. of the Buyer-------------------------------------------------------- Seller; -------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and ------------------------------------------------- warranties of ----------------------------------------- the Buyer in this Agreement Seller shall be true in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the SellerBuyer. The Buyer Seller shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Purchase Agreement (Harbor Global Co LTD)

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