Accuracy at Closing Sample Clauses
The "Accuracy at Closing" clause ensures that all representations and warranties made by the parties in an agreement remain true and correct at the time the transaction is finalized, typically at the closing date. In practice, this means that the seller or other parties must confirm that the statements they made earlier in the contract process are still accurate when the deal is completed; if any material facts have changed, they must be disclosed or remedied before closing. This clause serves to protect the parties, especially the buyer, from undisclosed changes or inaccuracies that could affect the value or risk of the transaction, thereby ensuring transparency and reducing the likelihood of post-closing disputes.
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Accuracy at Closing. Each of the representations and warranties made by Purchaser in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of such date.
Accuracy at Closing. As of the date of Closing, each of the warranties and representations set forth in Paragraph 7(a) above shall be true, complete and correct in every respect with respect to the Property, except for changes in the operation of the Property occurring prior to Closing, which are specifically permitted by this Agreement. Seller shall notify Purchaser promptly upon obtaining knowledge of any material change in any of Seller’s representations and warranties contained in this Section 7. If any of the foregoing representations and warranties is true as of the Effective Date, but are not true in every material respect with respect to the Property as of the date of Closing as a result of a matter, circumstance or event beyond the reasonable control of Seller, and such matter is disclosed by Seller to Purchaser expressly in writing at any time and from time to time prior to Closing promptly upon such occurrence, or Purchaser first discovers such untruth prior to Closing, and Seller does not cure such matter prior to Closing, then Purchaser shall not be entitled to consider the untruth of the representation or warranty as an event of default under this Agreement, but instead Purchaser may, at its election and as its sole remedy, either (i) close and consummate the Closing contemplated by this Agreement; or (ii) terminate this Agreement by notice to Seller, whereupon Escrowee shall return the ▇▇▇▇▇▇▇ Money to Purchaser.
Accuracy at Closing. Each of the representations and warranties made by Purchaser in this Agreement shall be true and accurate in all material respects as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been true and accurate in all material respects as of such date, except in each case where the failure of the representations and warranties of Purchaser to be true and accurate in all material respects would not reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the Closing; provided, however, that for purposes of determining the accuracy of such representations and warranties, all materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
Accuracy at Closing. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of such date; provided, however, that for purposes of determining the accuracy of such representations and warranties, all materiality qualifications set forth therein limiting the scope of such representations and warranties shall be disregarded.
Accuracy at Closing. Each of the representations and warranties made by the Company in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date; provided, however, that for purposes of determining the accuracy of such representations and warranties as of the forgoing dates: (i) for purposes of this section, all materiality, Material Adverse Effect and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded, except as specifically provided in Section 4.3(b).
Accuracy at Closing. Each of the representations and warranties made by the Company in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of such date; provided, however, that for purposes of determining the accuracy of such representations and warranties: (i) all materiality qualifications set forth therein limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Accuracy at Closing. Each of the: (i) Fundamental Representations (other than the representations and warranties set forth in Sections 2.14 and 2.20) shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than any Fundamental Representations (other than the representations and warranties set forth in Sections 2.14 and 2.20) which by their terms are made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date; (ii) representations and warranties set forth in Section 2.20 shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date; and (iii) other representations and warranties made by the Company in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date, except in each case for such failures to be accurate that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, however, that for purposes of determining the accuracy of the Fundamental Representations and such other representations and warranties as of the foregoing dates: (A) all materiality or Material Adverse Effect qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Accuracy at Closing. Each of the representations and warranties made by the Seller or the Selling Shareholders in this Agreement shall not be materially false or incorrect as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall not be materially false or incorrect as of the specific date.
Accuracy at Closing. All representations and warranties of TSC herein made will be true and correct as of the closing date as though such representations and warranties were then made in exactly the same language by TSC. As of the closing date, TSC will have performed and complied with all covenants and conditions required to be performed or complied with by it at or before such time by this Agreement.
Accuracy at Closing. Seller represents and warrants to Purchaser that, as of the Closing Date, each of the warranties and representations set forth in Paragraph 7(a) above shall be true, complete and correct in every respect except for inaccuracies resulting from changes in the condition of the Land or Buildings occurring prior to Closing which are specifically permitted by this Agreement (but such exception for any such inaccuracies shall be disregarded in determining whether any condition to Purchaser’s obligation to close has been satisfied). If the foregoing representations and warranties are true as of the Effective Date, but are not true in every respect at any time prior to and/or as of the Closing Date, and Purchaser first discovers such untruth prior to Closing, Purchaser shall not be entitled to consider the untruth of the representation or warranty as an event of default under this Agreement (unless the untruth is caused by Seller), but instead Purchaser may, at its election and as its sole remedy, terminate this Agreement, but only in the event the facts and/or circumstances causing the representation or warranty to not be true have a material adverse effect on the use, operation or value of the Property, in which event all obligations of Purchaser under this Agreement shall terminate, and the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser. In the event a representation or warranty made above is not true as of the date made, or in the event a representation or warranty made above is true as of the Effective Date, but not true in every material respect as of the Closing Date as a result of Seller’s act, Purchaser may terminate this Agreement, the ▇▇▇▇▇▇▇ Money shall be promptly returned to Purchaser, and Seller shall pay to Purchaser for Purchaser’s due diligence and out-of-pocket costs, legal fees and damages (but only as evidenced by reasonable and proper invoices therefor), and the parties shall have no further obligations to the other hereunder, except for Purchaser’s Continuing Obligations.