Common use of Accuracy of Purchaser’s Representations and Warranties Clause in Contracts

Accuracy of Purchaser’s Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement (i) that are qualified as to “Purchaser Material Adverse Effect” shall be true and correct on the date of this Agreement and on the Closing Date as though made on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date); and (ii) that are not qualified as to “Purchaser Material Adverse Effect” shall be true and correct on the date of this Agreement and on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date), except for such failures to be true and correct which would not, individually or in the aggregate, have a Purchaser Material Adverse Effect; and Seller shall have received a certificate signed by an authorized officer of Purchaser to such effect.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Avago Technologies LTD), Asset Purchase Agreement (Agilent Technologies Inc), Purchase and Sale Agreement (Marvell Technology Group LTD)

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Accuracy of Purchaser’s Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement (i) that are qualified as to “Purchaser Material Adverse Effect” shall be true and correct on the date accurate as of this Agreement and on the Closing Date as though made on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct accurate as of such date); and (ii) that are not qualified as to “Purchaser Material Adverse Effect” shall be true and correct on the date accurate as of this Agreement and on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct accurate as of such date), except that any inaccuracies in such representations and warranties will be disregarded for purposes of this Section 7.2(a) if such failures to be true and correct which would notinaccuracies, individually or in the aggregateconsidered collectively, do not have a Purchaser Material Adverse EffectEffect as of the Closing Date; and Seller shall have received a certificate signed by an authorized officer of Purchaser to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bruker Corp)

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