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; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Mediware Information Systems Inc), Asset Purchase Agreement (Mediware Information Systems Inc), Asset Purchase Agreement (Mediware Information Systems Inc)

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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; 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 as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NantHealth, Inc.), Asset Purchase Agreement (Allscripts Healthcare Solutions, 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; each of the representations and warranties of Buyer Seller contained or referred to in this Agreement herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller Buyer or any transaction contemplated permitted by this AgreementSection 7.4; and there shall have been delivered to Seller Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer Seller by an authorized officer of BuyerSeller in his or her capacity as such.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NantHealth, Inc.), Asset Purchase Agreement (Allscripts Healthcare Solutions, Inc.)

No Misrepresentation or Breach of Covenants and Warranties. There The covenants and agreements of Buyer to be performed on or before the Closing Date in accordance with this Agreement shall have been no performed in all material breach by Buyer in the performance of any of its covenants and agreements hereinrespects; 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 as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer by an a duly authorized officer of Buyer.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Specialty Foods Corp), Stock Purchase Agreement (Specialty Foods Acquisition Corp)

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mediware Information Systems Inc), Asset Purchase Agreement (Mediware Information Systems 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; each of the representations and warranties of Buyer Seller contained or referred to in this Agreement herein shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this AgreementBuyer; and there shall have been delivered to Seller Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer Seller by an authorized officer of BuyerSeller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sunrise Senior Living 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; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller the Shareholders or any transaction contemplated by this Agreement; and there shall have been delivered to Seller the Shareholders a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.

Appears in 1 contract

Samples: Amended and Restated Purchase Agreement (Mediware Information Systems Inc)

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer the Seller in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer the Seller contained or referred to herein (other than with respect to any Portfolio Account that is withdrawn from the Purchased Assets in this Agreement accordance with Section 7.4) shall be true and correct on the applicable Closing Date as though made on the such Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller the Buyer a certificate or certificates to such effect, dated the as of such Closing Date and signed on behalf of Buyer the Seller by an authorized officer of Buyerthe Seller.

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; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer the President or any Vice President of Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Meredith Corp)

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

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sunrise Senior Living 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 respective covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement herein shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this AgreementSeller; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer by an authorized officer of Buyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sunrise Senior Living 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; each of the representations and warranties of Buyer Seller contained or referred to in this Agreement herein shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreementthe Buyers; and there shall have been delivered to Seller the Buyers a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer Seller by an authorized officer of BuyerSeller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sunrise Senior Living Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Owosso Corp)

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; each of the representations and warranties of Buyer Sellers contained or referred to in this Agreement herein shall be true and correct in all material respects without regard to any inaccuracies described in the schedule, if any, to the certificate delivered by Sellers pursuant to Section 3.3(a) on the Closing Date as though made on and as of the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.

Appears in 1 contract

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

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