Common use of No Misrepresentation or Breach of Covenants and Warranties Clause in Contracts

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, and each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed by Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Speedway Motorsports Inc), Asset Purchase Agreement (Speedway TBA, Inc.)

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No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer Seller in the performance of any of its covenants and agreements herein, and each of the representations and warranties of Buyer Seller contained in this Agreement herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date, without giving any effect to any materiality qualifiers contained in such representations and warranties. There shall have been delivered to Seller Buyer a certificate or certificates to such effect, dated the Closing Date and Date, signed by BuyerSeller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Speedway TBA, Inc.), Asset Purchase Agreement (Speedway Motorsports Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer Seller in the performance of any of its covenants and agreements herein, and ; each of the representations and warranties of Buyer Seller contained in this Agreement or referred to herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to Seller a certificate to such effect, dated the Closing Date and signed in writing by Buyer.

Appears in 2 contracts

Samples: Agreement for Purchase (Sunshine PCS Corp), Agreement for Purchase (Lynch Interactive Corp)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer Seller in the performance of any of its covenants and agreements herein, and each . Each of the representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects on both the Execution Date and the Closing Date as though through made on the Closing Date. There shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed by Buyereach date as applicable.

Appears in 1 contract

Samples: Assets and Stock Purchase Agreement (Infrax Systems, Inc.)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, and ; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct in all material respects on the Closing Date in as though made on the Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller a certificate to such effect, dated the Closing Date and signed or any transaction contemplated by Buyerthis Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Capital Growth Systems Inc /Fl/)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer Seller in the performance of any of its covenants and agreements herein, and ; each of the representations and warranties of Buyer Seller contained in this Agreement or referred to herein shall be true and correct in all material respects respects, on the such Closing Date as though made on the such Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to Seller a certificate to such effect, dated the Closing Date and signed in writing by Buyer.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Leap Wireless International Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have ---------------------------------------------------------- been no material breach by Buyer in the performance of any of its covenants and agreements herein, and ; each of the representations and warranties of Buyer contained in this Agreement or referred to herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to Seller a certificate to such effect, dated the Closing Date and signed in writing by BuyerSeller.

Appears in 1 contract

Samples: Agreement for Purchase (Lynch Interactive Corp)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer any Seller in the performance of any of its it covenants and agreements herein, and each of the representations and warranties of Buyer Sellers contained in this Agreement or referred to herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered respects, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to Seller a certificate to such effect, dated the Closing Date and signed in writing by Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Telanetix,Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer Seller in the performance of any of its covenants and agreements herein, and ; each of the representations and warranties of Buyer Seller contained in this Agreement or referred to herein shall be true and correct in all material respects respects, on the Closing Date as though made on the Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to Seller a certificate to such effect, dated the Closing Date and signed in writing by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Peoples Financial Corp /MS/)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, and each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct in all material respects respects, on the Closing Date as though made on the such Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller a certificate to such effect, dated the Closing Date and signed or any transaction contemplated by Buyerthis Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Peoples Financial Corp /MS/)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer Sellers or the Shareholder in the performance of any of its their covenants and agreements herein, and ; each of the representations and warranties of Buyer Sellers and the Shareholder contained in this Agreement or referred to herein shall be true and correct in all material respects on the such Closing Date as though made on the such Closing Date. There shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed by Buyer.except for changes therein specifically

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Leap Wireless International Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, herein and each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct in all material respects respects, on the each Closing Date as though made on the each Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller a certificate to such effect, dated the Closing Date and signed or any transaction contemplated by Buyerthis Agreement.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Leap Wireless International Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, and ; each of the representations and warranties of Buyer contained in this Agreement or referred to herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to Seller a certificate to such effect, dated the Closing Date and signed in writing by BuyerSeller.

Appears in 1 contract

Samples: Agreement for Purchase (Sunshine PCS Corp)

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No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by any Buyer in the performance of any of its their respective covenants and agreements herein, and ; each of the representations and warranties of Buyer the Buyers contained in this Agreement or referred to herein shall be true and correct in all material respects on as of the Closing Date as though made on the Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to Seller a certificate to such effect, dated in writing by the Closing Date and signed by BuyerSeller.

Appears in 1 contract

Samples: Share Purchase Agreement (Pt 1communications Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, and each Each of the representations and warranties of Buyer Seller contained or referred to herein and in this Agreement the Additional Agreements shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There ; Seller shall have complied with in all material respects and not otherwise breached in any material respect the covenants set forth herein; and there shall have been delivered to Seller Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Seller by Buyerthe Managers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nuvasive Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer Sellers in the performance of any of its their covenants and agreements herein, and ; each of the representations and warranties of Buyer Sellers contained in this Agreement or referred to herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Universal Access Global Holdings Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, and each of the representations and warranties of Buyer contained in this Agreement or referred to herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered respects, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to Seller a certificate to such effect, dated the Closing Date and signed in writing by BuyerSellers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Telanetix,Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, and ; each of the representations and warranties of Buyer contained in this Agreement or referred to herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Universal Access Global Holdings Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Buyer in the performance of any of its covenants and agreements herein, and ; each of the representations and warranties of the Buyer contained or referred to in this Agreement shall be true and correct in all material respects on the applicable Closing Date as though made on the such Closing Date. There ; and there shall have been delivered to the Seller a certificate to such effect, dated the as of such Closing Date and signed on behalf of the Buyer by an authorized officer of the Buyer.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (FlexShopper, Inc.)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, herein and each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct in all material respects respects, on the Closing Date as though made on the such Closing Date. There shall have been delivered , except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to Seller a certificate to such effect, dated the Closing Date and signed in writing by BuyerSellers or any transaction contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Leap Wireless International Inc)

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