Common use of Accuracy of Representations and Warranties Clause in Contracts

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 17 contracts

Samples: Asset Purchase Agreement (Portec Rail Products Inc), Asset Purchase Agreement (Balanced Care Corp), Asset Purchase Agreement (Balanced Care Corp)

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Accuracy of Representations and Warranties. (a) The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true be complete and correct in all material respects on the date hereof and shall be true in all material respects on and as of at the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time except for changes that are not materially adverse to Seller.

Appears in 12 contracts

Samples: Asset Exchange Agreement (Salem Communications Corp /De/), Asset Purchase Agreement (Salem Communications Corp /De/), Asset Purchase Agreement (Salem Communications Corp /De/)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on Effective Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time, except for changes that are not materially adverse to Seller.

Appears in 10 contracts

Samples: Purchase and Sale Agreement (Sentio Healthcare Properties Inc), Purchase and Sale Agreement (Sentio Healthcare Properties Inc), Purchase and Sale Agreement (Sentio Healthcare Properties Inc)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true or in all material respects on any document or certificate delivered in connection with the date hereof and transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date with the same force and effect Date, as though if made on and as of the Closing Date.

Appears in 7 contracts

Samples: Purchase and Line of Credit Agreement (Milestone Scientific Inc/Nj), Purchase Agreement (Milestone Scientific Inc/Nj), Purchase and Line of Credit Agreement (Milestone Scientific Inc/Nj)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on at the date hereof Closing Date with the same effect as though made at such time, and the representations and warranties of Buyer contained in this Agreement which are qualified by materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Nutrition 21 Inc), Asset Purchase Agreement (Nutrition 21 Inc), Asset Purchase Agreement (Voyager Net Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer made in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 6 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement

Accuracy of Representations and Warranties. The All representations ------------------------------------------ and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and herein shall be true and correct in all material respects on and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date, except for changes permitted or contemplated by this Agreement.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Fox Television Stations Inc /De/), 4 Stock Purchase Agreement (Fox Kids Worldwide Inc), Stock Purchase Agreement (Fox Television Stations Inc /De/)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been true in all material respects on and complete as of the date hereof and shall be true in all material respects on Signing Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent such representations or warranties made as of a specific date shall have been correct and complete as of the specified date.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Seller made in this Agreement shall have been be true and correct in all material respects on respects, as of the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.Date.‌

Appears in 5 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement

Accuracy of Representations and Warranties. (a) The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of at the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time, except for changes that are not materially adverse to Seller.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Emmis Communications Corp), Purchase and Sale Agreement (Sunrise Assisted Living Inc), Asset Purchase Agreement (Emmis Communications Corp)

Accuracy of Representations and Warranties. The All representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and correct when made and shall be true in all material respects and correct 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 the Closing Date, except for representations and warranties applicable solely to a specified date.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Community Bancorp Inc), Stock Purchase Agreement (Breeden Douglas T), Stock Purchase Agreement (Harrington West Financial Group Inc/Ca)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained set forth in this Agreement shall have been true in all material respects on the date hereof be true, correct and shall be true in all material respects on and complete as of the Closing Date with the same force and effect as though made on and as of the Closing Datein all material respects.

Appears in 5 contracts

Samples: Royalty Purchase Agreement (Healthcare Royalty, Inc.), Royalty Purchase Agreement (Healthcare Royalty, Inc.), Royalty Purchase Agreement (Agenus Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and accurate in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though if made on at and as of the Closing Date.

Appears in 4 contracts

Samples: Asset Purchase and Sale Agreement (Herbst Gaming Inc), Asset Purchase and Sale Agreement (Herbst Gaming Inc), Asset Purchase and Sale Agreement (Herbst Gaming Inc)

Accuracy of Representations and Warranties. The All representations and warranties of by Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 4 contracts

Samples: Stock Purchase Agreement and Agreement (Standard Automotive Corp), Stock Purchase Agreement (Standard Automotive Corp), Purchase Agreement (Standard Automotive Corp)

Accuracy of Representations and Warranties. The All representations and warranties of by the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Claremont Technologies Corp), Stock Purchase Agreement (Claremont Technologies Corp), Stock Purchase Agreement (Energy Venture, Inc.)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall will have been true in all material respects on and complete as of the date hereof and shall be true in all material respects on Signing Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent such representations or warranties made as of a specific date will have been correct and complete as of the specified date.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Inspire Insurance Solutions Inc), Asset Purchase Agreement (Inspire Insurance Solutions Inc), 4 Stock Purchase Agreement (Inspire Insurance Solutions Inc)

Accuracy of Representations and Warranties. The Buyer’s representations and warranties of Purchaser contained in this Agreement and all related documents shall have been be true in all material respects and correct on the date hereof of this Agreement and shall be true in all material respects on at and as of the Closing Date with the same force and effect as though made on and as of the Closing DateClosing.

Appears in 4 contracts

Samples: Membership Interest]purchase Agreement, Stock Purchase Agreement (VCG Holding Corp), Stock Purchase Agreement (VCG Holding Corp)

Accuracy of Representations and Warranties. The representations and ------------------------------------------ warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on at the date hereof Closing Date with the same effect as though made at such time, and the representations and warranties of Buyer contained in this Agreement which are qualified by materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Voyager Net Inc), Stock Purchase Agreement (Voyager Net Inc), Asset Purchase Agreement (Voyager Net Inc)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on and correct as of the date hereof of this Agreement and shall be true in all material respects and correct on and as of the Closing Date with and the same force and effect as though made Purchaser shall have performed all obligations in this Agreement required to be performed or observed by them on and as of or prior to the Closing DateClosing.

Appears in 3 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement (Bonanza Goldfields Corp.), Share Exchange Agreement (Cosmos Group Holdings Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Seller contained in this Agreement shall have been true in all material respects on the date hereof and when made and, in addition, shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Central Tractor Farm & Country Inc), Stock Purchase Agreement (Chicago Miniature Lamp Inc), Stock Purchase Agreement (Valmont Industries Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer set forth in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datethat date.

Appears in 3 contracts

Samples: Equity Interest Purchase Agreement (Silver Star Properties Reit, Inc), Asset Purchase Agreement (BitNile Holdings, Inc.), Membership Interest Purchase Agreement (Business Warrior Corp)

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of Purchaser contained in this Agreement shall have been true accurate in all material respects on as of the date hereof of this Agreement and shall be true accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as time of the Closing Dateas if then made.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/)

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of Purchaser the Purchasers contained in this Agreement shall have been true in all material respects on the date hereof and shall be true 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 the Closing Datethat date.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (United Microelectronics Corp), Common Stock Purchase Agreement (Unipac Optoelectronics Corp), Common Stock Purchase Agreement (Pixtech Inc /De/)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer made in this Agreement shall have been true in all material respects on Agreement, the date hereof Transaction Documents, and any Schedules or certificates furnished pursuant hereto or thereto shall be true in all material respects true, complete, and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Tonerserv Corp.), Asset Purchase Agreement (American Tonerserv Corp.), Asset Purchase Agreement (American Tonerserv Corp.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.such date;

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Truett-Hurst, Inc.), Membership Interest Purchase Agreement (Truett-Hurst, Inc.), Membership Interest Purchase Agreement (Truett-Hurst, Inc.)

Accuracy of Representations and Warranties. The representations ------------------------------------------ and warranties of made by Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and complete in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (General Growth Properties Inc), Purchase and Sale Agreement (General Growth Properties Inc), Purchase and Sale Agreement (General Growth Properties Inc)

Accuracy of Representations and Warranties. The Each of Buyer’s representations and warranties in this Agreement that contains an express materiality qualification shall have been accurate in all respects as of Purchaser contained the date of this Agreement and shall be accurate in all respects as of the time of the Closing as if then made. Each of Buyer’s other representations and warranties in this Agreement shall have been true accurate in all material respects on as of the date hereof of this Agreement and shall be true accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as time of the Closing Dateas if then made.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Synacor, Inc.), Asset Purchase Agreement (Synacor, Inc.), Asset Purchase Agreement (Synacor, Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true or in all material respects on the date hereof and any Ancillary Document shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby and except to the extent that any such representations or warranties which were made as of a specified date shall have been true on and as of such date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Loyaltypoint Inc), Asset Purchase Agreement (Loyaltypoint Inc), Asset Purchase Agreement (Loyaltypoint Inc)

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as otherwise specifically contemplated by this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Pride Petroleum Services Inc), Asset Purchase Agreement (Unit Corp), Asset Purchase Agreement (Noble Drilling Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Seller contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Portec Rail Products Inc), Asset Purchase Agreement (Jpe Inc), Purchase and Sale Agreement (Balanced Care Corp)

Accuracy of Representations and Warranties. The All of the representations and warranties of Purchaser contained made by Buyer in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on as of the date of this Agreement and as of the Closing Date with the same force and effect (except as though made on and as of the Closing Dateexpressly contemplated or permitted by this Agreement).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Multi Link Telecommunications Inc), Asset Purchase Agreement (Multi Link Telecommunications Inc), Partnership Interest Purchase Agreement (New Frontier Energy Inc)

Accuracy of Representations and Warranties. The Each of the representations and warranties of the Purchaser contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date Closing, with the same force and effect as though if made on and as of the Closing DateClosing, other than such representations and warranties that are made as of another date, which shall be true and correct in all material respects as of such date.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Emdeon Inc.), Agreement and Plan of Merger (Emdeon Corp), Agreement and Plan of Merger (Emdeon Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement Buyer set forth herein shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Trans Energy Inc), Purchase and Sale Agreement (Trans Energy Inc), Purchase and Sale Agreement (Universal Travel Group)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and when made and, in addition, shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Central Tractor Farm & Country Inc), Stock Purchase Agreement (Chicago Miniature Lamp Inc), Stock Purchase Agreement (Valmont Industries Inc)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser Buyer contained in or made pursuant to this Agreement shall have been be confirmed by Buyer in writing as true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and correct as of the Closing Date.;

Appears in 3 contracts

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Arden Realty Inc), Purchase and Sale Agreement and Joint Escrow Instructions (Arden Realty Inc), Purchase and Sale Agreement and Joint Escrow Instructions (Arden Realty Inc)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained in this Agreement herein shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though such representations and warranties had been made on at and as of the Closing Date, except as otherwise contemplated by this Agreement.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (United Bankshares Inc/Wv), Membership Interest Purchase Agreement (Cardinal Financial Corp)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained by Purchasers in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Techprecision Corp), Stock Purchase Agreement (Lounsberry Holdings Ii Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement or in any other Document shall have been true be complete and correct in all material respects on the date hereof and shall be true in all material respects on and as of at the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time, except for changes permitted under this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained by the Buyer in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Norton Motorcycles Inc), Asset Purchase Agreement (Norton Motorcycles Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Effective Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Hotel Purchase and Sale Agreement, Hotel Purchase and Sale Agreement (Sotherly Hotels Lp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and accurate in all material respects on and as of the Closing Date Date, with the same force and effect as though if made on the Closing Date, except as affected by transactions required or permitted hereby, and except that any such representation or warranty made as of a specified date (other than the date of this Agreement) shall have been true and accurate in all material respects on and as of the Closing Datesuch date.

Appears in 2 contracts

Samples: Purchase Agreement (Chalone Wine Group LTD), Purchase Agreement (Chalone Wine Group LTD)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been true be true, correct and complete in all material respects on the date hereof and shall be true in all material respects on at and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Brooke Corp), Purchase and Assumption Agreement (Bostonfed Bancorp Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on Effective Date and as of the Closing Date with the same force and effect as though made on and are deemed automatically repeated as of the Closing DateDate subject to Section 7.6.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.), Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.)

Accuracy of Representations and Warranties. The ------------------------------------------ representations and warranties of Purchaser contained in this Agreement qualified as to materiality shall have been be true and correct and those not so qualified shall be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date (with the same force and effect as though if made anew on and as of the Closing Date.);

Appears in 2 contracts

Samples: Termination Agreement (Sterling Software Inc), Termination Agreement (Sterling Commerce Inc)

Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser the Buyer contained in this Agreement or in any Other Document to be executed and delivered by the Buyer on or before the Closing Date pursuant hereto shall have been true and correct in all material respects on the date hereof when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 2 contracts

Samples: Credit Agreement (Phonetel Technologies Inc), Agreement and Plan of Merger (Phonetel Technologies Inc)

Accuracy of Representations and Warranties. The All warranties and representations and warranties of made by the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and correct in all material respects on and as of the Time of Closing Date with the same force and effect as though if such warranties and representations had been made on and as of the Time of Closing Dateand the Purchaser shall have performed or complied in all material respects with the covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Time of Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Entrx Corp), Stock Purchase Agreement (Surg Ii Inc)

Accuracy of Representations and Warranties. The representations and warranties of made by the Purchaser contained in this Agreement shall have been true in all material respects on and complete as of the date hereof and shall be true in all material respects on Signing Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent such representations or warranties made as of a specific date shall have been correct and complete as of the specified date.

Appears in 2 contracts

Samples: Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc)

Accuracy of Representations and Warranties. The representations ------------------------------------------ and warranties of Purchaser Seller contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Mediacom LLC), Asset Purchase and Sale Agreement (Mediacom Capital Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true 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 the Closing Datesuch date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Adaiah Distribution Inc), Stock Purchase Agreement (Zheng Huihe)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained the Buyer set forth in this Agreement shall have been true in all material respects on the date hereof be true, correct and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and complete as of the Closing Date.

Appears in 2 contracts

Samples: Royalty Interest Purchase Agreement (Dyax Corp), Royalty Interest Purchase Agreement (Dyax Corp)

Accuracy of Representations and Warranties. The representations ------------------------------------------ and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Mediacom LLC), Asset Purchase and Sale Agreement (Mediacom Capital Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser the Purchasers contained in this Agreement shall have been true or in all material respects on any document or certificate delivered in connection with the date hereof and transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date with the same force and effect Date, as though if made on and as of the Closing Date.

Appears in 2 contracts

Samples: Purchase Agreement (Milestone Scientific Inc/Nj), Purchase Agreement (Milestone Scientific Inc/Nj)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained the Buyer set forth in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects and xxxxxxx00 on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datethat date.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement

Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser the Purchasers contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date Closing, with the same force and effect as though if made on and as of the Closing DateClosing, other than such representations and warranties that are made as of another date, which shall be true and correct in all material respects as of such date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (HLTH Corp), Securities Purchase Agreement (Emdeon Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer set forth in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though if made on and as of the Closing Datesuch time.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Inter Tel Inc), Asset Purchase Agreement (Elot Inc)

Accuracy of Representations and Warranties. The Buyer's representations and warranties of Purchaser contained in this Agreement shall have been true in and all material respects on the date hereof and related documents shall be true in all material respects on and correct as of the date of this Agreement and at and as of the Closing Date with the same force and effect as though made on and as of the Closing DateClosing.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Purchase and Sale Agreement (Family Home Health Services, Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof Execution Date and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Meridian Corp), Asset Purchase Agreement (TriState Capital Holdings, Inc.)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been be true and complete in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 2 contracts

Samples: Purchase Agreement (Crowley Maritime Corp), Asset Purchase Agreement (Crowley Maritime Corp)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.at and

Appears in 2 contracts

Samples: Cerplex Note Purchase Agreement (Cerplex Group Inc), Cerplex Note Purchase Agreement (Aurora Electronics Inc)

Accuracy of Representations and Warranties. The All representations and warranties of such Purchaser contained set forth in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect in all material respects, as though made on and as of the date hereof and on and as of the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Iesi Corp), Stock Purchase Agreement (Iesi Tx Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained made by Buyer in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and correct as of the Closing Date with the same force other than representations and effect warranties made as though made on of a specific date, which shall be true and correct as of the Closing Datespecified date, except for breaches and inaccuracies that do not, individually or in the aggregate, have a material adverse effect on or with respect to Seller or the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (RSL Communications LTD), Asset Purchase Agreement (RSL Communications LTD)

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Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer in this Agreement shall have been true be correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Tdi Holding Corp), Purchase and Sale Agreement (Vaughn Communications Inc)

Accuracy of Representations and Warranties. The representations Each and warranties every representation, warranty and statement of Purchaser contained in this Agreement shall have been true true, complete and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, and Seller shall have received the certificate of Purchaser to such effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pacer Health Corp), Asset Purchase Agreement (Pacer Health Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Radiant Logistics, Inc), Asset Purchase Agreement (Stonepath Group Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true or in all material respects on the date hereof and any schedule or exhibit hereto shall be true in all material respects and accurate on and as of the Closing Date Date, with the same force and effect as though if made on and as of the Closing Date, except as affected by transactions contemplated or permitted hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (St Lawrence Seaway Corp), Asset Purchase Agreement (Tice Technology Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on at the date hereof Closing Date with the same effect as though made at such time and the representations and warranties of Buyer contained in this Agreement which are qualified by materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time.

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect Date, as though if made on and as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Empire Financial Holding Co)

Accuracy of Representations and Warranties. The All of the representations and warranties of Purchaser the Sellers contained in this Agreement shall have been true in all material respects on the date hereof and shall be true 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 that date; and the Buyers shall have received at the Closing Datea certificate, dated the Closing Date and executed by the president or a vice president of ESCO, Holdings and GTI, respectively, containing a representation and warranty to that effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gti Corp)

Accuracy of Representations and Warranties. The Each of the representations and warranties of made by Purchaser contained in this Agreement shall have been true be true, correct and complete in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Plato Learning Inc)

Accuracy of Representations and Warranties. The Each of the representations and warranties made by each of Purchaser contained and Acquisition Sub in this Agreement shall have been true be true, correct and complete in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Booth Creek Ski Holdings Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained the Sellers and the Shareholders set forth in this Agreement shall have been be true and correct in all material respects on as of the date hereof of this Agreement and as of the time of the Closing as though made at and as of such time, except in the case of representations and warranties made as of a specific date, which shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Standard Automotive Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been be true and correct in all material respects on at and as of the date hereof and shall be true in all material respects on and as of the Closing Date with the same force except that those representations and effect as though made on and warranties which address matters only as of the Closing Date.a particular date shall remain true and correct as of such date;

Appears in 1 contract

Samples: Asset Purchase Agreement (Schiff Nutrition International, Inc.)

Accuracy of Representations and Warranties. The All representations and ------------------------------------------ warranties of such Purchaser contained set forth in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect in all respects, as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrumedix Corp)

Accuracy of Representations and Warranties. The Purchasers' representations and warranties of Purchaser contained herein or in any document delivered pursuant to this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect as though made on and as of the each Closing Date.. (B)

Appears in 1 contract

Samples: Stock and Common Stock Purchase Agreement (Resound Corp)

Accuracy of Representations and Warranties. The representations and ------------------------------------------ warranties of Purchaser Sellers contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mediacom LLC)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained set forth in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datedelivery date.

Appears in 1 contract

Samples: Used Aircraft Sales Agreement (Airborne Freight Corp /De/)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser the Vendors contained in this Agreement shall have been will be true and accurate in all material respects on the date hereof and shall be true as at the Closing Time 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 the Closing DateTime (or, if made as of a particular date, as of such date).

Appears in 1 contract

Samples: Purchase Agreement

Accuracy of Representations and Warranties. The All representations and warranties of made by Purchaser contained in this Agreement and the Related Documents shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on at and as of the Closing Date with the same force and effect as though if such warranties and representations had been made on and as of the Closing Date, and the Company and the Shareholders shall have received a certificate to that effect signed by Purchaser and by a principal executive officer of Purchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chemical Leaman Corp /Pa/)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though shall, when made on and as of the Closing Date, shall be true and correct.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nouvelle Holding Guyomarch Sa)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall must be true in all material respects and correct, both when made and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rockford Corp)

Accuracy of Representations and Warranties. The All of the representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and correct as originally made and as of the Closing Date with the same force and effect as though made remade on and as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (General Growth Properties Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser the Buyers contained in this Agreement shall have been true in all material respects on the date hereof and shall be true 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 that date; and the Sellers shall have received at the closing a certificate, dated the Closing DateDate and executed on behalf of Insulectro by its president or any vice president, containing a representation and warranty to that effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gti Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement (without regard to any materiality or knowledge qualifier contained in any such representation or warranty) shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date in all material respects with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matthews International Corp)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been true (without regard to the materiality qualifications contained therein and supplementation in all material respects on the date hereof and accordance with Section 10.2) shall be true and complete in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Keystone Property Trust)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true 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 the Closing Datesuch date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonomawest Holdings Inc)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Purchaser set forth in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true respects, in all material respects on and each case as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date).

Appears in 1 contract

Samples: Master Asset Purchase Agreement (MTS Systems Corp)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been be true and correct in all material respects on the date hereof (except that representations and warranties qualified by materiality shall be true and correct in all material respects respects) on and as of the Closing Date with date of this Agreement and (except to the same force and effect as though made extent such representations refer to an earlier date) on and as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Arch Capital Group LTD)

Accuracy of Representations and Warranties. The representations Each of the Representations and warranties of made by Purchaser contained in this Agreement shall have been be true in all material respects on and correct as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date with the same force and effect as though if made or given on and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (It Partners Inc)

Accuracy of Representations and Warranties. The All warranties and representations and warranties of Purchaser contained by the Selling Parties in this Agreement shall have been true Agreement, or in all material respects on any schedule, exhibit, document or certificate furnished to Purchaser in connection with the date hereof and transactions contemplated by this Agreement, shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Non Competition Agreement (Diagnostic Retrieval Systems Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects and correct on the date hereof and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Berliner Communications Inc)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true 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 Seller shall have received a certificate, executed by an Executive Officer of the Purchaser, dated the Closing DateDate to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vacu Dry Co)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall will have been true in and complete in, all material respects on respects, as of the date hereof and shall be true in all material respects on Signing Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent such representations or warranties made as of a specific date will have been true and complete as of the specified date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marketing Specialists Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement or in any other Document shall have been true be complete and correct in all material respects on the date hereof and shall be true in all material respects on and as of at the Closing Date with the same force and effect as though made on and as of the Closing Date.at such time, except for changes permitted under this Agreement. 10.2

Appears in 1 contract

Samples: Asset Purchase Agreement (Emmis Broadcasting Corporation)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and agreement shall be true 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 the Closing Date.; (b)

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Ringer Corp /Mn/)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained set forth in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects respects, on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Option Purchase Agreement (Allscripts Healthcare Solutions Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and any Ancillary Document shall be true in all material respects on and as of the Closing Date with the same force and effect as though if they were made on and as of the Closing Date, except as affected by transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Healthsouth Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer in this Agreement shall have been true in all material respects on the date hereof when made and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Asset Purchase Agreement (SGS International, Inc.)

Accuracy of Representations and Warranties. The Each of the representations and warranties of made by Purchaser contained in this Agreement shall have been be true and complete in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Neenah Foundry Co)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement herein shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date, except for changes permitted or contemplated by this Agreement and except that to the extent any representations or warranties is made as of a specified date, which need be true only as of such date.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Home Products International Inc)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained in this Agreement and in the Related Agreements shall have been accurate, true and correct in all material respects on and as of the date of this Agreement and of such Related Agreements, respectively, and, except to the extent that any such representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, shall also be accurate, true and shall be true correct in all material respects on and as of the Closing Date with the same force and effect as though made by Purchaser on and as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Peoples Banctrust Co Inc)

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