Common use of Truth of Representations and Warranties Clause in Contracts

Truth of Representations and Warranties. The representations and warranties of Parent and Buyer contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty that is qualified as to materiality shall be true and correct, and such representation and warranty not so qualified shall be true and correct in all material respects, as of such earlier date.

Appears in 4 contracts

Samples: Asset Purchase Agreement (NexCen Brands, Inc.), Asset Purchase Agreement (MRS Fields Famous Brands LLC), Asset Purchase Agreement (NexCen Brands, Inc.)

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Truth of Representations and Warranties. The representations and warranties of Parent and Buyer the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or and warranty that is qualified as to materiality shall be true and correct, and such representation and warranty not so qualified shall be true and correct in all material respects, as of such earlier date.

Appears in 4 contracts

Samples: Asset Purchase Agreement (MRS Fields Famous Brands LLC), Asset Purchase Agreement (NexCen Brands, Inc.), Asset Purchase Agreement (NexCen Brands, Inc.)

Truth of Representations and Warranties. The representations and warranties of Parent and Buyer the Buyers contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty that is qualified as to materiality shall be true and correct, and such representation and warranty not so qualified shall be true and correct in all material respects, as of such earlier date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (XCel Brands, Inc.), Asset Purchase Agreement (XCel Brands, Inc.), Asset Purchase Agreement (XCel Brands, Inc.)

Truth of Representations and Warranties. The representations and warranties of Parent and Buyer the Seller contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or and warranty that is qualified as to materiality shall be true and correct, and such representation and warranty not so qualified shall be true and correct in all material respects, as of such earlier date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (XCel Brands, Inc.), Asset Purchase Agreement (XCel Brands, Inc.), Asset Purchase Agreement (NexCen Brands, Inc.)

Truth of Representations and Warranties. The representations and warranties of Parent and Buyer the Seller Parties contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or and warranty that is qualified as to materiality shall be true and correct, and such representation and warranty not so qualified shall be true and correct in all material respects, as of such earlier date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (XCel Brands, Inc.), Asset Purchase Agreement (XCel Brands, Inc.)

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Truth of Representations and Warranties. The representations and warranties of Parent the Purchaser and Buyer the Transitory Subsidiary contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing DateEffective Time, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty that is qualified as to materiality shall be true and correct, and such representation and warranty not so qualified shall be true and correct in all material respects, as of such earlier date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aether Holdings Inc)

Truth of Representations and Warranties. The representations and warranties of the Parent and Buyer contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty that is qualified as to materiality shall be true and correct, and such representation and warranty not so qualified shall be true and correct in all material respects, as of such earlier date.

Appears in 1 contract

Samples: Asset Purchase Agreement (NexCen Brands, Inc.)

Truth of Representations and Warranties. The representations and warranties of Parent and the Buyer contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty that is qualified as to materiality shall be true and correct, and such representation and warranty not so qualified shall be true and correct in all material respects, as of such earlier date.

Appears in 1 contract

Samples: Asset Purchase Agreement (XCel Brands, Inc.)

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