Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and, as of the Closing Date, Seller shall not have violated nor shall have failed to perform in accordance with any covenant contained in this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Netivation Com Inc), Asset Purchase Agreement (Medinex Systems Inc), Asset Purchase Agreement (Politics Com Inc)
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and, as of the Closing Date, Seller shall not have violated nor or shall have failed to perform in accordance with any covenant contained in this Agreement.
Appears in 2 contracts
Samples: Agreement for Purchase and Sale (Go Online Networks Corp), Agreement for Purchase and Sale (Go Online Networks Corp /De/)
Representations, Warranties and Covenants of Seller. All representations and warranties made of Seller in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and correct in all material respects as of the Closing Date, and, with the same force and effect as if such representations and warranties were made anew as of the Closing Date, . Any changes to such representations disclosed by Seller shall not have violated nor be acceptable to Purchaser, and Seller shall have failed performed and complied in all material respects with all covenants and agreement required by this Agreement to perform in accordance be performed or complied with any covenant contained in this Agreementby Seller prior to the Closing Date.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Talon Real Estate Holding Corp.), Agreement of Purchase and Sale (Centene Corp)
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Effective Date and Closing Date as fully as though such representations and warranties had been made on and as of the Effective Date and Closing Date, and, as of the Effective Date and Closing Date, Seller shall not have violated nor or shall not have failed to perform in accordance with any covenant contained in this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Offshore Tool & Energy Corp)
Representations, Warranties and Covenants of Seller. All Except as otherwise provided in this Agreement, all representations and warranties made of Seller in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and correct in all material respects as of the Closing Date, and, with the same force and effect as if such representations and warranties were made anew as of the Closing Date, and except as otherwise expressly provided herein, Seller shall not have violated nor shall have failed performed and complied in all material respects with all covenants and agreements required by this Agreement to perform in accordance be performed or complied with any covenant contained in this Agreementby Seller prior to or on the Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kingsway Financial Services Inc)
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true true, in all material respects, as of the Closing Date date as fully as though such representations and warranties had been made on and as of the Closing Datedate, and, as of the Closing Datedate, Seller shall not have violated nor or shall have failed to perform in any material way, in accordance with any covenant contained in this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Interfoods of America Inc)
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Closing Date closing date as fully as though such representations and warranties had been made on and as of the Closing Dateclosing date, and, as of the Closing Dateclosing date, Seller shall not have violated nor shall have or failed to perform in accordance with any covenant contained in this Agreement.
Appears in 1 contract
Samples: Agreement for Sale And (Choicetel Communications Inc /Mn/)
Representations, Warranties and Covenants of Seller. All representations and warranties made of Seller in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and correct in all material respects as of the Closing Date, and, with the same force and effect as if such representations and warranties were made anew as of the Closing Date, Date and Seller shall not have violated nor shall have failed performed and complied in all material respects with all covenants and agreement required by this Agreement to perform in accordance be performed or complied with any covenant contained in this Agreementby Seller prior to the Closing Date.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (RREEF Property Trust, Inc.)
Representations, Warranties and Covenants of Seller. All representations and warranties made of Seller in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and correct in all material respects as of the Closing Date, and, with the same force and effect as if such representations and warranties were made anew as of the Closing Date, . Any changes to such representations disclosed by Seller shall not have violated nor be reasonably acceptable to Purchaser, and Seller shall have failed performed and complied in all material respects with all covenants and agreement required by this Agreement to perform in accordance be performed or complied with any covenant contained in this Agreementby Seller prior to the Closing Date.
Appears in 1 contract
Samples: Agreement of Purchase and Sale
Representations, Warranties and Covenants of Seller. All representations and warranties made of Seller in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and correct in all material respects as of the Closing Date, and, with the same force and effect as if such representations and warranties were made anew as of the Closing Date, . Any changes to such representations disclosed by Seller shall not have violated nor be acceptable to Purchaser and Seller shall have failed performed and complied in all material respects with all covenants and agreements required by this Agreement to perform in accordance be performed or complied with any covenant contained in this Agreementby Seller prior to the Closing Date.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Cubist Pharmaceuticals Inc)
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Closing Date closing date as fully as though such representations and warranties had been made on and as of the Closing Dateclosing date, and, as of the Closing Dateclosing date, neither Seller nor Selling Shareholders shall not have violated nor or shall have failed to perform in accordance with any covenant contained in this Agreement.
Appears in 1 contract
Samples: Agreement for Sale and Purchase (Choicetel Communications Inc /Mn/)
Representations, Warranties and Covenants of Seller. All representations and warranties made of Seller in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and correct in all material respects as of the Closing Date, and, with the same force and effect as if such representations and warranties were made anew as of the Closing Date. Any changes to such representations disclosed by Seller pursuant to Section 11.2.6 shall be acceptable to Purchaser, and Seller shall not have violated nor shall have failed performed and complied in all material respects with all covenants and agreement required by this Agreement to perform in accordance be performed or complied with any covenant contained in this Agreementby Seller prior to the Closing Date.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (M/a-Com Technology Solutions Holdings, Inc.)
Representations, Warranties and Covenants of Seller. All ---------------------------------------------------------- representations and warranties made in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and, as of the Closing Date, Seller shall not have violated nor or shall have failed to perform in accordance with any covenant contained in this Agreement.
Appears in 1 contract
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Closing Date closing date as fully as though such representations and warranties had been made on and as of the Closing Dateclosing date, and, as of the Closing Dateclosing date, Seller shall not have violated nor or shall not have failed to perform in accordance with any covenant contained in this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Golden West Brewing Company, Inc.)
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Closing Date Date, as fully as though such if those representations and warranties had been made on and or as of the Closing Date, and, and as of the Closing Date, Seller shall not have violated nor shall have or failed to perform in accordance with any covenant of Seller contained in this Agreement.
Appears in 1 contract
Samples: Agreement for the Sale (Crown Pacific Partners L P)
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and, as of the Closing Date, Seller shall not have violated nor or shall not have failed to perform in accordance with any covenant contained in this Agreement.
Appears in 1 contract
