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

No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer in Section 8.2 shall be true and correct in all material respects as of the Closing, except (i) for such representations or warranties made expressly as of and only as of an earlier date, which shall be true and correct as of such date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect; and Buyer shall have delivered to Seller a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1, dated the Closing Date and signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Citizens Utilities Co), Asset Purchase Agreement (Citizens Utilities Co)

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No Misrepresentation or Breach of Covenants and Warranties. Buyer Seller shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer Seller in Section 8.2 8.1 shall be true and correct in all material respects as of the Closing, except for (i) for such representations or warranties that are made expressly as of and only as of an earlier date, which shall be have been true and correct as of such date except as would not have a Material Adverse Effect, and and, (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect; and Buyer Seller shall have delivered to Seller Buyer a certificate ("BuyerSeller's Closing Certificate") in the form attached as Schedule 6.2.16.1.1, dated the Closing Date and signed by an Executive Officer of BuyerSeller, certifying each of the foregoing foregoing, or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Citizens Utilities Co), Asset Purchase Agreement (Citizens Utilities Co)

No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer in Section 8.2 shall be true and correct in all material respects as of the Closing, except for (i) for such representations or warranties made expressly as of and only as of an earlier date, which shall be have been true and correct as of such earlier date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect; , and Buyer shall have delivered to Seller a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1, dated the Closing Date and signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

Appears in 2 contracts

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

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No Misrepresentation or Breach of Covenants and Warranties. Buyer Seller shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer Seller in Section 8.2 8.1 shall be true and correct in all material respects as of the Closing, except for (i) for such representations or warranties that are made expressly as of and only as of an earlier date, which shall be have been true and correct as of such earlier date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has notnot had and is not reasonably likely to have, individually or in the aggregate, had a Material Adverse Effect; and Buyer Seller shall have delivered to Seller Buyer a certificate ("BuyerSeller's Closing Certificate") in the form attached as Schedule 6.2.16.1.1, dated the Closing Date and signed by an Executive Officer of BuyerSeller, certifying each of the foregoing foregoing, or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

Appears in 2 contracts

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

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