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

Representations and Warranties True and Correct. Each of Seller’s representations and warranties contained in this Agreement, taken as a whole, shall be true in all material respects as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at Closing a certificate confirming the foregoing.

Appears in 5 contracts

Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.), Asset Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.), Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.)

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Representations and Warranties True and Correct. Each of SellerPurchaser’s representations and warranties contained in this Agreement, taken as a whole, shall be true in all material respects as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date with the same effect as though made on such date), and Seller Purchaser shall have executed and delivered to Purchaser Seller at Closing a certificate confirming the foregoing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.), Assumption Agreement (American Realty Capital Healthcare Trust II, Inc.)

Representations and Warranties True and Correct. Each of Seller’s The representations and warranties of the Sellers contained in this Agreementherein shall have been accurate, taken as a whole, shall be true and correct in all material respects on and as of the date of this Agreement, and shall also be accurate, true and correct in all material respects on and as of the Closing Date with the same force and effect as though made by the Sellers on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at the Closing a certificate confirming the foregoingDate.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cogentrix Energy Inc), Securities Purchase Agreement (Ls Power Funding Corp)

Representations and Warranties True and Correct. Each of SellerPurchaser’s representations and warranties contained in this Agreement, taken as a whole, shall be true in all material respects as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date with the same effect as though made on such date), and Seller Purchaser shall have executed and delivered to Purchaser Seller at Closing a certificate confirming the foregoing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.), Asset Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.)

Representations and Warranties True and Correct. Each of Seller’s the representations and warranties of the Seller contained in this Agreement, taken as a whole, Agreement shall be true and correct in all material respects aspects as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at the Closing a certificate confirming the foregoingDate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Irwin Financial Corp)

Representations and Warranties True and Correct. Each All of Seller’s the representations and warranties of the Buyers contained in this Agreement, taken as a whole, Agreement or in any written certificate delivered pursuant to this Agreement shall be true in all material respects and correct on the date of this Agreement or such certificate, as the case may be, and shall be true and correct on and as of the Closing Date with the same effect as though if made on such date and as of the Closing Date (except for representations and warranties made as of that expressly relate to a specified datedate earlier than the Closing Date, which shall have been continue to be true and correct as of such the specified date), and Seller shall have executed and delivered to Purchaser at Closing a certificate confirming the foregoing.

Appears in 1 contract

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

Representations and Warranties True and Correct. Each of Seller’s On the Closing Date, all representations and warranties contained made by Seller in this Agreement, taken as a whole, Agreement shall be true and correct in all material respects as if made on and as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at Closing a certificate confirming the foregoingDate.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Voltari Corp)

Representations and Warranties True and Correct. Each of SellerPurchaser’s representations and warranties contained in this Agreement, taken as a whole, shall be true in all material respects as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date with the same effect as though made on such date), and Seller Purchaser shall have executed and delivered to Purchaser Seller at Closing a certificate confirming the foregoing.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (American Realty Capital Healthcare Trust II, Inc.)

Representations and Warranties True and Correct. Each of Seller’s On the Closing Date, all representations and warranties contained made by Buyer in this Agreement, taken as a whole, Agreement shall be true in all material respects and correct as if made on and as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified dateDate, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at Closing a certificate confirming the foregoingwithout exceptions.

Appears in 1 contract

Samples: Real Property Purchase and Sale Agreement

Representations and Warranties True and Correct. Each of Seller’s the representations and warranties of the Buyer contained in this Agreement, taken as a whole, Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at the Closing a certificate confirming the foregoingDate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Irwin Financial Corp)

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Representations and Warranties True and Correct. Each of Seller’s The representations and warranties of the Buyer contained in this Agreement, taken as a whole, Agreement or in any certificate or document delivered to the Seller pursuant hereto shall be true in all material respects on the Closing Date as if made on and as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which Date. The Buyer shall have been true duly performed and correct as of such date), complied with all material agreements and Seller shall have executed and delivered conditions required by this Agreement to Purchaser be performed or complied with by the Buyer at or before the Closing a certificate confirming the foregoingDate.

Appears in 1 contract

Samples: Asset Sale Agreement (Cosmetic Sciences Inc)

Representations and Warranties True and Correct. Each of Seller’s On the Closing Date, all representations and warranties contained made by Buyer in this Agreement, taken as a whole, Agreement shall be true and correct in all material respects as if made on and as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at Closing a certificate confirming the foregoingDate.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Voltari Corp)

Representations and Warranties True and Correct. Each Subject to Section 4.3 hereof, each of Seller’s representations and warranties contained in this Agreement, taken as a whole, shall be true in all material respects as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at Closing a certificate confirming the foregoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.)

Representations and Warranties True and Correct. Each of Seller’s 's representations and warranties contained made in this Agreement, taken as a whole, Agreement shall be true in all material respects and correct as of the date hereof, and as of the Closing Date with the same effect as though made on such date (except for to the extent such representations and warranties made as of a specified expressly relate to an earlier date, in which case they shall have been true and correct as of such date), and Seller shall have deliver certificates to Buyer executed and delivered by the chief financial officer or other appropriate officers of the Company to Purchaser at Closing a certificate confirming the foregoingthis effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Moll Industries Inc)

Representations and Warranties True and Correct. Each of Seller’s The representations and warranties of the Seller contained in this Agreement, taken as a whole, Agreement shall be true and correct in all material respects on the Closing Date as if made on and as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified date, which shall have been true and correct as of such date), and Date. The Seller shall have executed duly performed and delivered complied with all material agreements and conditions required by this Agreement to Purchaser be performed or complied with by the Seller at or before the Closing a certificate confirming the foregoingDate.

Appears in 1 contract

Samples: Asset Sale Agreement (Cosmetic Sciences Inc)

Representations and Warranties True and Correct. Each of Seller’s On the Closing Date, all representations and warranties contained made by Seller in this Agreement, taken as a whole, Agreement shall be true in all material respects and correct as if made on and as of the Closing Date with the same effect as though made on such date (except for representations and warranties made as of a specified dateDate, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at Closing a certificate confirming the foregoingwithout exceptions.

Appears in 1 contract

Samples: Real Property Purchase and Sale Agreement

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