Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change consented to by Seller, and Xxxxx shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement required to be performed or complied with at or prior to the Closing. Buyer shall deliver to Seller at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.1 have been fulfilled.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neoprobe Corp), Asset Purchase Agreement (Neoprobe Corp)
Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Buyer Seller in or pursuant to this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change expressly consented to in writing by SellerXxxxx, and Xxxxx Seller shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement required to be performed or complied with at or prior to the Closing. Buyer Seller shall deliver to Seller Buyer at the Closing a certificate of an officer of Buyer Seller certifying that the conditions stated in this Section 8.1 7.1 have been fulfilled.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neoprobe Corp), Asset Purchase Agreement (Neoprobe Corp)
Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Buyer the Company and each Seller in this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality materiality, which shall be true and correct in all respectscorrect, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent Date (other than representations or warranties that any such representation or warranty by its terms relates to an earlier address matters only as of a certain date, which shall be true and correct as of such certain date), except to the extent of any change expressly consented to in writing by Seller, Xxxxx Brothers. The Company and Xxxxx the Sellers shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement required to be performed or complied with at or prior to the Closing. Buyer The Company and each Seller shall deliver to Seller Xxxxx Brothers at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.1 7.1 as applicable to the Company or such Seller have been fulfilledfulfilled by the Company or such Seller, as the case may be.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (COHEN & Co INC.)
Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement or consented to by Seller, and Xxxxx Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. Buyer shall deliver to Seller at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.1 7.1 have been fulfilled.
Appears in 1 contract
Samples: Asset Purchase Agreement (Huttig Building Products Inc)