Common use of Representations and Warranties to be True and Correct Clause in Contracts

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing.

Appears in 5 contracts

Samples: Registration Rights Agreement (United Surgical Partners International Inc), Subscription and Exchange Agreement (Acreedo Health Inc), Securities Purchase Agreement (United Surgical Partners International Inc)

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Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct and all other representations and warranties of the Company shall be true and correct in all material respects respects, each on the Closing Date, Date with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Savvis Communications Corp), Securities Purchase Agreement (Welsh Carson Anderson Stowe Viii Lp), Securities Purchase Agreement (Savvis Communications Corp)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the Initial Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing.

Appears in 4 contracts

Samples: Securities Purchase Agreement (United Surgical Partners International Inc), Stockholders Agreement (United Surgical Partners International Inc), Securities Purchase Agreement (United Surgical Partners International Inc)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have so certified to such effect to the Purchasers in writing.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Aurora Electronics Inc), Securities Purchase Agreement (Quorum Health Group Inc), Securities Purchase Agreement (Blackstone CCC Capital Partners Lp)

Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have so certified to such effect to the Purchasers in writing.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Select Medical Corp), Securities Purchase Agreement (Select Medical Corp), Securities Purchase Agreement (Banctec Inc)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the Closing Date, Date with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Savvis Communications Corp), Securities Purchase Agreement (Savvis Communications Corp), Securities Purchase Agreement (Reuters Group PLC)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date hereof and on the Closing Date, Date with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing.

Appears in 3 contracts

Samples: Exchange and Recapitalization Agreement, Exchange and Recapitalization Agreement (Simon Worldwide Inc), Exchange and Recapitalization Agreement (SAVVIS, Inc.)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in under this Agreement shall be true true, complete and correct in all material respects on at and as of the Closing Date, with the same force and effect as though such except that representations and warranties had been made on that are applicable to a particular date by their terms shall be true, complete and correct as of such applicable date, and the Company shall have certified to such effect to the Purchasers in writing.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Radical Holdings Lp), Securities Purchase Agreement (Immediatek Inc)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Surgical Partners International Inc), Stock Purchase Agreement (United Surgical Partners International Inc)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the such Closing Date, Date with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall except in any such case that would not have certified to such effect to the Purchasers in writinga Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Reuters Group PLC), Securities Purchase Agreement (Savvis Communications Corp)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement that are qualified by materiality shall be true and correct, and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects as of the date hereof and on the Closing Date, Date with the same force and effect as though such representations and warranties had been made on and as of such date, and each of the Investors shall have received a certificate signed on behalf of the Company shall have certified by an executive officer of the Company to such effect to the Purchasers in writingeffect.

Appears in 2 contracts

Samples: Recapitalization Agreement (Moneygram International Inc), Recapitalization Agreement (Lee Thomas H Advisors LLC)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Alliance Data Systems Corp)

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Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement (without regard to any qualifications as to materiality contained therein) shall be true and correct in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have so certified to such effect to the Purchasers in writing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Baker J Inc)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Purchase Agreement shall be true true, complete and correct in all material respects on and as of the Closing Date, Date with the same force and effect as though such representations and warranties had been made on and as of such date, and the Chief Executive Officer or Chief Operating Officer of the Company shall have certified to such effect to the Purchasers Investors in writingwriting on behalf of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Callnow Com Inc)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, except to the extent any such representation or warranty is expressly stated as of a specified earlier date or dates, in which case such representation or warranty shall be true and correct in all material respects as of such earlier specified date or dates and except for changes resulting from the consummation of the transactions contemplated by this Agreement and the Company shall have so certified to such effect to the Purchasers in writing.

Appears in 1 contract

Samples: Purchase Agreement (Spectrasite Holdings Inc)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in under this Agreement and in each other Transaction Document shall be true true, complete and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company Company’s Chief Executive Officer shall have certified to such effect to the Purchasers Purchaser in writing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pacific Ethanol, Inc.)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in under this Agreement shall be true true, complete and correct at and as of the Closing in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writingrespects.

Appears in 1 contract

Samples: Subscription Agreement (Gulfwest Energy Inc)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in under this Agreement and in each other Transaction Document shall be true true, complete and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company Company's Chief Executive Officer shall have certified to such effect to the Purchasers Purchaser in writing.

Appears in 1 contract

Samples: Purchase Agreement (Pacific Ethanol, Inc.)

Representations and Warranties to be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the First Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alliance Data Systems Corp)

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