Common use of Accuracy of Representations and Warranties Clause in Contracts

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 17 contracts

Samples: Asset Purchase Agreement (Portec Rail Products Inc), Asset Purchase Agreement (Balanced Care Corp), Asset Purchase Agreement (Balanced Care Corp)

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Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on Effective Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time, except for changes that are not materially adverse to Seller.

Appears in 10 contracts

Samples: Purchase and Sale Agreement (Sentio Healthcare Properties Inc), Purchase and Sale Agreement (Sentio Healthcare Properties Inc), Purchase and Sale Agreement (Sentio Healthcare Properties Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date, except for such changes permitted or contemplated by the terms of this Agreement and except insofar as any of such representations and warranties relate solely to a particular date or period, in which case they shall be true and correct in all material respects on such Closing Date with respect to such date and period.

Appears in 8 contracts

Samples: Asset Purchase Agreement (American Cable Tv Investors 5 LTD), Asset Purchase Agreement (American Cable Tv Investors 5 LTD), Asset Purchase Agreement (Mediacom LLC)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Seller contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date, except for such changes permitted or contemplated by the terms of this Agreement and except insofar as any of such representations and warranties relate solely to a particular date or period, in which case they shall be true and correct in all material respects on such Closing Date with respect to such date and period.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (American Cable Tv Investors 5 LTD), Asset Purchase Agreement (American Cable Tv Investors 5 LTD)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on at the date hereof Closing Date with the same effect as though made at such time, and the representations and warranties of Buyer contained in this Agreement which are qualified by materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Nutrition 21 Inc), Asset Purchase Agreement (Nutrition 21 Inc), Asset Purchase Agreement (Voyager Net Inc)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true or in all material respects on any document or certificate delivered in connection with the date hereof and transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date with the same force and effect Date, as though if made on and as of the Closing Date.

Appears in 7 contracts

Samples: Purchase and Line of Credit Agreement (Milestone Scientific Inc/Nj), Purchase Agreement (Milestone Scientific Inc/Nj), Purchase Agreement (Milestone Scientific Inc/Nj)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer made in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 6 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase and Sale Agreement

Accuracy of Representations and Warranties. The All representations ------------------------------------------ and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and herein shall be true and correct in all material respects on and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date, except for changes permitted or contemplated by this Agreement.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Fox Television Stations Inc /De/), Stock Purchase Agreement (Fox Kids Worldwide Inc), Stock Purchase Agreement (Fox Kids Worldwide Inc)

Accuracy of Representations and Warranties. The All representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and correct when made and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties applicable solely to a specified date.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Community Bancorp Inc), Stock Purchase Agreement (Breeden Douglas T), Stock Purchase Agreement (Harrington West Financial Group Inc/Ca)

Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser Buyer contained in this Agreement and the other Transaction Documents to which it is a party shall have been be true in all material respects on and correct as of the date hereof and shall be true in all material respects on at and as of the Closing Date with the same force and effect as though made on that date, except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of the Closing Datespecified date.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Xedar Corp), Stock Purchase Agreement (Xedar Corp), Interest Purchase Agreement (Xedar Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Seller made in this Agreement shall have been be true and correct in all material respects on respects, as of the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.Date.‌

Appears in 5 contracts

Samples: Asset Purchase Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained set forth in this Agreement shall have been true in all material respects on the date hereof be true, correct and shall be true in all material respects on and complete as of the Closing Date with the same force and effect as though made on and as of the Closing Datein all material respects.

Appears in 5 contracts

Samples: Royalty Purchase Agreement (Healthcare Royalty, Inc.), Royalty Purchase Agreement (Healthcare Royalty, Inc.), Royalty Purchase Agreement (XOMA Corp)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been true in all material respects on and complete as of the date hereof and shall be true in all material respects on Signing Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent such representations or warranties made as of a specific date shall have been correct and complete as of the specified date.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc)

Accuracy of Representations and Warranties. The Buyer’s representations and warranties of Purchaser contained in this Agreement and all related documents shall have been be true in all material respects and correct on the date hereof of this Agreement and shall be true in all material respects on at and as of the Closing Date with the same force and effect as though made on and as of the Closing DateClosing.

Appears in 4 contracts

Samples: Stock / Membership Interest Purchase Agreement, Stock Purchase Agreement (VCG Holding Corp), Stock Purchase Agreement (VCG Holding Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and accurate in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though if made on at and as of the Closing Date.

Appears in 4 contracts

Samples: Asset Purchase and Sale Agreement (Herbst Gaming Inc), Asset Purchase and Sale Agreement (Herbst Gaming Inc), Asset Purchase and Sale Agreement (Herbst Gaming Inc)

Accuracy of Representations and Warranties. The All representations and warranties of by Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 4 contracts

Samples: Purchase Agreement (Standard Automotive Corp), Stock Purchase Agreement (Standard Automotive Corp), Stock Purchase Agreement (Standard Automotive Corp)

Accuracy of Representations and Warranties. The All representations and warranties of by the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Claremont Technologies Corp), Stock Purchase Agreement (Claremont Technologies Corp), Stock Purchase Agreement (ABC Funding, Inc)

Accuracy of Representations and Warranties. The representations and ------------------------------------------ warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on at the date hereof Closing Date with the same effect as though made at such time, and the representations and warranties of Buyer contained in this Agreement which are qualified by materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Voyager Net Inc), Asset Purchase Agreement (Voyager Net Inc), Stock Purchase Agreement (Voyager Net Inc)

Accuracy of Representations and Warranties. The All representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and herein shall be true and correct in all material respects on and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date, except for changes permitted or contemplated by this Agreement.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Christian Broadcasting Network Inc), Stock Purchase Agreement (Regent University), Subscription Agreement (Fox Family Worldwide Inc)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall will have been true in all material respects on and complete as of the date hereof and shall be true in all material respects on Signing Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent such representations or warranties made as of a specific date will have been correct and complete as of the specified date.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Inspire Insurance Solutions Inc), Asset Purchase Agreement (Inspire Insurance Solutions Inc), Stock Purchase Agreement (Inspire Insurance Solutions Inc)

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of Purchaser contained in this Agreement shall have been true accurate in all material respects on as of the date hereof of this Agreement and shall be true accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as time of the Closing Dateas if then made.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/)

Accuracy of Representations and Warranties. The Each of Buyer’s representations and warranties in this Agreement that contains an express materiality qualification shall have been accurate in all respects as of Purchaser contained the date of this Agreement and shall be accurate in all respects as of the time of the Closing as if then made. Each of Buyer’s other representations and warranties in this Agreement shall have been true accurate in all material respects on as of the date hereof of this Agreement and shall be true accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as time of the Closing Dateas if then made.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Synacor, Inc.), Asset Purchase Agreement (Synacor, Inc.), Asset Purchase Agreement (Synacor, Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true or in all material respects on the date hereof and any Ancillary Document shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby and except to the extent that any such representations or warranties which were made as of a specified date shall have been true on and as of such date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Loyaltypoint Inc), Asset Purchase Agreement (Loyaltypoint Inc), Asset Purchase Agreement (Loyaltypoint Inc)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on and correct as of the date hereof of this Agreement and shall be true in all material respects and correct on and as of the Closing Date with and the same force and effect as though made Purchaser shall have performed all obligations in this Agreement required to be performed or observed by them on and as of or prior to the Closing DateClosing.

Appears in 3 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement (Bonanza Goldfields Corp.), Share Exchange Agreement (Cosmos Group Holdings Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Seller contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Portec Rail Products Inc), Asset Purchase Agreement (Jpe Inc), Purchase and Sale Agreement (Balanced Care Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement or in any other Document shall have been true be complete and correct in all material respects on the date hereof and shall be true in all material respects on and as of at the Closing Date with the same force and effect as though made on and as of the Closing Dateat such time, except for changes permitted under this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Emmis Broadcasting Corporation), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer made in this Agreement shall have been true in all material respects on Agreement, the date hereof Transaction Documents, and any Schedules or certificates furnished pursuant hereto or thereto shall be true in all material respects true, complete, and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Tonerserv Corp.), Asset Purchase Agreement (American Tonerserv Corp.), Asset Purchase Agreement (American Tonerserv Corp.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained the Buyer set forth in this Agreement shall have been true in all material respects on the date hereof be true, correct and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and complete as of the Closing Date.

Appears in 3 contracts

Samples: Royalty Interest Purchase Agreement, Royalty Interest Purchase Agreement (Dyax Corp), Royalty Interest Purchase Agreement (Dyax Corp)

Accuracy of Representations and Warranties. The representations ------------------------------------------ and warranties of made by Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and complete in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (General Growth Properties Inc), Purchase and Sale Agreement (General Growth Properties Inc), Purchase and Sale Agreement (General Growth Properties Inc)

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Datethat date.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Tripath Imaging Inc), Securities Purchase Agreement (Roche International LTD), Securities Purchase Agreement (Tripath Imaging Inc)

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of Purchaser the Purchasers contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Datethat date.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Unipac Optoelectronics Corp), Common Stock Purchase Agreement (United Microelectronics Corp), Common Stock Purchase Agreement (Pixtech Inc /De/)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.such date;

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Truett-Hurst, Inc.), Membership Interest Purchase Agreement (Truett-Hurst, Inc.), Membership Interest Purchase Agreement (Truett-Hurst, Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer set forth in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datethat date.

Appears in 3 contracts

Samples: Equity Interest Purchase Agreement (Silver Star Properties Reit, Inc), Asset Purchase Agreement (BitNile Holdings, Inc.), Membership Interest Purchase Agreement (Business Warrior Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and when made and, in addition, shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Valmont Industries Inc), Stock Purchase Agreement (Central Tractor Farm & Country Inc), Stock Purchase Agreement (Chicago Miniature Lamp Inc)

Accuracy of Representations and Warranties. The Each of the representations and warranties of the Purchaser contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date Closing, with the same force and effect as though if made on and as of the Closing DateClosing, other than such representations and warranties that are made as of another date, which shall be true and correct in all material respects as of such date.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Emdeon Corp), Agreement and Plan of Merger (Emdeon Inc.), Merger Agreement (Emdeon Corp)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser Buyer contained in or made pursuant to this Agreement shall have been be confirmed by Buyer in writing as true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and correct as of the Closing Date.;

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Arden Realty Inc), Purchase and Sale Agreement (Arden Realty Inc), Purchase and Sale Agreement (Arden Realty Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement Buyer set forth herein shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Trans Energy Inc), Purchase and Sale Agreement (Trans Energy Inc), Purchase and Sale Agreement (Universal Travel Group)

Accuracy of Representations and Warranties. The All of the representations and warranties of Purchaser contained made by Buyer in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on as of the date of this Agreement and as of the Closing Date with the same force and effect (except as though made on and as of the Closing Dateexpressly contemplated or permitted by this Agreement).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Multi Link Telecommunications Inc), Asset Purchase Agreement (Multi Link Telecommunications Inc), Partnership Interest Purchase Agreement (New Frontier Energy Inc)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained by the Buyer in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Norton Motorcycles Inc), Asset Purchase Agreement (Norton Motorcycles Inc)

Accuracy of Representations and Warranties. The representations Each and warranties every representation, warranty and statement of Purchaser contained in this Agreement shall have been true true, complete and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, and Seller shall have received the certificate of Purchaser to such effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pacer Health Corp), Asset Purchase Agreement (Pacer Health Corp)

Accuracy of Representations and Warranties. The representations ------------------------------------------ and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Mediacom LLC), Asset Purchase and Sale Agreement (Mediacom Capital Corp)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been be true and complete in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 2 contracts

Samples: Purchase Agreement (Crowley Maritime Corp), Asset Purchase Agreement (Crowley Maritime Corp)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.at and

Appears in 2 contracts

Samples: Note Purchase Agreement (Aurora Electronics Inc), Note Purchase Agreement (Cerplex Group Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained the Buyer set forth in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects and xxxxxxx00 on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datethat date.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement or in any document, agreement or instrument delivered by it pursuant hereto shall have been true true, in all material respects on the date hereof respects, when made, and in addition, shall be true true, in all material respects respects, on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Us Home & Garden Inc), Stock Purchase Agreement (Us Home & Garden Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and herein shall be true in all material respects on and correct at and as of the Closing Date with the same force date of this Agreement and effect as though made on at and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Mastec Inc)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained in this Agreement herein shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though such representations and warranties had been made on at and as of the Closing Date, except as otherwise contemplated by this Agreement.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (United Bankshares Inc/Wv), Membership Interest Purchase Agreement (Cardinal Financial Corp)

Accuracy of Representations and Warranties. The Buyer's representations and warranties of Purchaser contained in this Agreement shall have been true in and all material respects on the date hereof and related documents shall be true in all material respects on and correct as of the date of this Agreement and at and as of the Closing Date with the same force and effect as though made on and as of the Closing DateClosing.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Purchase and Sale Agreement (Family Home Health Services, Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Effective Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Hotel Purchase and Sale Agreement, Hotel Purchase and Sale Agreement (Sotherly Hotels Lp)

Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser the Purchasers contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date Closing, with the same force and effect as though if made on and as of the Closing DateClosing, other than such representations and warranties that are made as of another date, which shall be true and correct in all material respects as of such date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (HLTH Corp), Securities Purchase Agreement (Emdeon Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true or in all material respects on the date hereof and any schedule or exhibit hereto shall be true in all material respects and accurate on and as of the Closing Date Closing, with the same force and effect as though if made on and as the date of the Closing DateClosing, except as affected by transactions contemplated or permitted hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tice Technology Inc), Asset Purchase Agreement (Tice Technology Inc)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been true be true, correct and complete in all material respects on the date hereof and shall be true in all material respects on at and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Brooke Corp), Purchase and Assumption Agreement (Bostonfed Bancorp Inc)

Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser Buyer and Acquisition Co. contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on at and as of the Closing Date with (except for such representations and warranties made as of a specified date, which shall be measured only as of such specified date) (except that any such representation and warranty subject to any materiality qualifier shall be true and correct in all respects as of the same force date hereof and effect as though made on at and as of the Closing Date).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Smart Balance, Inc.), Membership Interest Purchase Agreement (Smart Balance, Inc.)

Accuracy of Representations and Warranties. The representations and warranties made by each of Purchaser contained the Buyers in this Agreement shall have been be true and correct in all material respects on the date hereof (and those qualified as to materiality shall be true and correct in all material respects on and respects) as of the Execution Date and the Closing Date with the same force and effect as though made on and as of such dates, and each of the Closing DateBuyers shall have delivered to Seller a certificate to that effect, dated on such dates, and signed by a duly elected and authorized official of each of the Buyers.

Appears in 2 contracts

Samples: Ownership Interest Purchase Agreement (Golden Telecom Inc), Ownership Interest Purchase Agreement (Golden Telecom Inc)

Accuracy of Representations and Warranties. The representations ------------------------------------------ and warranties of Purchaser Seller contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Mediacom LLC), Asset Purchase and Sale Agreement (Mediacom Capital Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained made by Buyer in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and correct as of the Closing Date with the same force other than representations and effect warranties made as though made on of a specific date, which shall be true and correct as of the Closing Datespecified date, except for breaches and inaccuracies that do not, individually or in the aggregate, have a material adverse effect on or with respect to Seller or the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (RSL Communications LTD), Asset Purchase Agreement (RSL Communications LTD)

Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser the Buyer contained in this Agreement or in any Other Document to be executed and delivered by the Buyer on or before the Closing Date pursuant hereto shall have been true and correct in all material respects on the date hereof when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 2 contracts

Samples: Credit Agreement (Phonetel Technologies Inc), Merger Agreement (Phonetel Technologies Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Datesuch date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Adaiah Distribution Inc), Stock Purchase Agreement (Zheng Huihe)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Radiant Logistics, Inc), Asset Purchase Agreement (Stonepath Group Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true or in all material respects on the date hereof and any schedule or exhibit hereto shall be true in all material respects and accurate on and as of the Closing Date Date, with the same force and effect as though if made on and as of the Closing Date, except as affected by transactions contemplated or permitted hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (St Lawrence Seaway Corp), Asset Purchase Agreement (Tice Technology Inc)

Accuracy of Representations and Warranties. The representations and warranties of made by the Purchaser contained in this Agreement shall have been true in all material respects on and complete as of the date hereof and shall be true in all material respects on Signing Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent such representations or warranties made as of a specific date shall have been correct and complete as of the specified date.

Appears in 2 contracts

Samples: Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc)

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Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained the Buyer set forth in this Agreement shall have been true be accurate in all material respects on the date hereof and shall be true in all material respects on at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sykes Enterprises Inc), Stock Purchase Agreement (Sykes Enterprises Inc)

Accuracy of Representations and Warranties. The ------------------------------------------ representations and warranties of Purchaser contained in this Agreement qualified as to materiality shall have been be true and correct and those not so qualified shall be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date (with the same force and effect as though if made anew on and as of the Closing Date.);

Appears in 2 contracts

Samples: Termination Agreement (Sterling Software Inc), Termination Agreement (Sterling Commerce Inc)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained by Purchasers in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lounsberry Holdings Ii Inc), Stock Purchase Agreement (Techprecision Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and accurate in all material respects on and as of the Closing Date Date, with the same force and effect as though if made on the Closing Date, except as affected by transactions required or permitted hereby, and except that any such representation or warranty made as of a specified date (other than the date of this Agreement) shall have been true and accurate in all material respects on and as of the Closing Datesuch date.

Appears in 2 contracts

Samples: Purchase Agreement (Chalone Wine Group LTD), Purchase Agreement (Chalone Wine Group LTD)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof Execution Date and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Meridian Corp), Asset Purchase Agreement (TriState Capital Holdings, Inc.)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer in this Agreement shall have been true be correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Vaughn Communications Inc), Purchase and Sale Agreement (Tdi Holding Corp)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser the Purchasers contained in this Agreement shall have been true or in all material respects on any document or certificate delivered in connection with the date hereof and transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date with the same force and effect Date, as though if made on and as of the Closing Date.

Appears in 2 contracts

Samples: Purchase Agreement (Milestone Scientific Inc/Nj), Purchase Agreement (Milestone Scientific Inc/Nj)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been true (without regard to the materiality qualifications contained therein and supplementation in all material respects on the date hereof and accordance with Section 10.2) shall be true and complete in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Keystone Property Trust)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonomawest Holdings Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained set forth in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and correct as of the Closing Date with the same force and effect as though if made on and as of the Closing Datesuch time.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interfoods of America Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been be true and correct in all material respects on respects, in each case as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date with the same force and effect as though made on such date, except to the extent such representations and warranties are expressly made only as of an earlier date, in which case as of such earlier date, except for changes since the Closing Date.date of this Agreement that individually or in the aggregate do not constitute a Purchaser Material Adverse Effect..

Appears in 1 contract

Samples: Merger Agreement (Jumptv Inc)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement (i) shall have been true and correct when made and (ii) shall be (A) in the case of representations and warranties that are qualified as to materiality or material adverse effect, true and correct and (B) in all other cases, true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Subscription and Registration Rights Agreement (Avigen Inc \De)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser the Buyer contained in this Agreement shall have been true in all material respects on or any written statement delivered by the date hereof Buyer to the Sellers and the Shareholders under this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date with the same force and effect Date, as though made on and as of that date, without giving effect to any supplement to the Closing DateSchedules hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Juliana Mining Co Inc)

Accuracy of Representations and Warranties. The representations and ------------------------------------------ warranties of Purchaser Sellers contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mediacom LLC)

Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser contained set forth in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true respects, in all material respects on and each case, as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (except to the extent that such representations and warranties speak as of another date).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (ARC Group Worldwide, Inc.)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained made by Purchasers in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Reliv International Inc)

Accuracy of Representations and Warranties. The material representations and warranties of Purchaser contained Purchasers set forth in this Agreement shall have been be true and correct in all material respects on as of the date hereof and, except to the extent such representations and shall be true in all material respects on and warranties relate to an earlier date, as of the Closing Date with the same force and effect as though made on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pathmark Stores Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects and correct on the date hereof and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Berliner Communications Inc)

Accuracy of Representations and Warranties. The All of the representations and warranties of Purchaser contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Dean Witter Realty Growth Properties L P)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct in all material respects on the date hereof and shall be true in all material respects on respects, when made and as of the Closing Date with the same force and effect Closing, as though made on and as of the Closing Date.Closing, except to the extent that any such representations and warranties are expressly made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date;

Appears in 1 contract

Samples: Share Purchase Agreement (Comverse Technology Inc/Ny/)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been true and correct in all material respects on the date hereof when made and shall be true in all material respects on and as of the Closing Date with respect to the same force Purchaser as if made by the Purchaser at the Closing (provided, that representations and effect as though made on and warranties which address matters only as of the Closing Datea certain date shall have been true and correct as of such certain date).

Appears in 1 contract

Samples: Purchase Agreement (Harleysville National Corp)

Accuracy of Representations and Warranties. The All of the representations and warranties of Purchaser contained set forth in this Agreement (except to the extent such representations and warranties expressly relate to an earlier date) shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though if all of such representations and warranties were made on and as of at the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (QCR Holdings Inc)

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of each Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Datethat date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tripath Imaging Inc)

Accuracy of Representations and Warranties. The All representations and warranties of Purchaser the Buyer contained in this Agreement herein shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Team Nation Holdings CORP)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as otherwise specifically contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cliffs Drilling Co)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and complete in all material respects on and as of the Closing Date (other than with the same force and effect respect to events or developments permitted hereunder or as though made on and as of the Closing Dateto which Seller has otherwise consented in writing).

Appears in 1 contract

Samples: Purchase and Sale Agreement (General Growth Properties Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date Effective Date, with the same force and effect as though made on and as of the Closing Effective Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gibraltar Packaging Group Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Seller contained in this Agreement shall have been true in all material respects on the date hereof and shall be true and correct in all material respects on and as of the date hereof and the Closing Date with the same force and effect as though if made on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Stock Redemption Agreement (Atkore International Group Inc.)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in Article II of this Agreement shall have been be true and correct in all material respects on the date hereof and shall be true (or “in all material respects on and as respects” in the case of the Closing Date with the same force and effect as though made any representation or warranty containing any materiality qualification) on and as of the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct in all material respects on the Closing Date as of such earlier date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waste Management Inc)

Accuracy of Representations and Warranties. The Purchasers' representations and warranties of Purchaser contained herein or in any document delivered pursuant to this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect as though made on and as of the each Closing Date.

Appears in 1 contract

Samples: Series C Convertible Preferred Stock and Common Stock Purchase Agreement (Resound Corp)

Accuracy of Representations and Warranties. The All representations and warranties of made by Purchaser contained in this Agreement and the Related Documents shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on at and as of the Closing Date with the same force and effect as though if such warranties and representations had been made on and as of the Closing Date, and the Company and the Shareholders shall have received a certificate to that effect signed by Purchaser and by a principal executive officer of Purchaser.

Appears in 1 contract

Samples: Merger Agreement (Chemical Leaman Corp /Pa/)

Accuracy of Representations and Warranties. The All representations and warranties of made by the Purchaser contained in this Agreement and each of the Related Documents shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on at and as of the Closing Date with the same force and effect as though if such representations and warranties had been made on at and as of the Closing Date, and the Seller Group shall have received a certificate to that effect signed by a principal executive officer of the Purchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tiger Telematics Inc)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall have been be true and correct in all material respects on at and as of the date hereof and shall be true in all material respects on and as of the Closing Date with the same force except that those representations and effect as though made on and warranties which address matters only as of the Closing Date.a particular date shall remain true and correct as of such date;

Appears in 1 contract

Samples: Asset Purchase Agreement (Schiff Nutrition International, Inc.)

Accuracy of Representations and Warranties. The All representations and ------------------------------------------ warranties of such Purchaser contained set forth in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects and correct on and as of the Closing Date with the same force and effect in all respects, as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrumedix Corp)

Accuracy of Representations and Warranties. The representations ------------------------------------------ and warranties and statements of the Purchaser contained in this Agreement shall not only have been true in all material respects and complete on the date hereof of this Agreement and when made but shall also be true in all material respects and complete as though again made on and the Closing Date, except to the extent that they are incorrect as of the Closing Date by reason of events occurring after the date of this Agreement in compliance with the same force and effect as though made on and as of the Closing Dateterms hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Argosy Education Group Inc)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been true in all material respects on and complete as of the date hereof and shall be true in all material respects on Signing Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

Appears in 1 contract

Samples: Asset and Renewal Rights Acquisition Agreement (Hallmark Financial Services Inc)

Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained in this Agreement shall have been be true and correct in all material respects on the date hereof (except that representations and warranties qualified by materiality shall be true and correct in all material respects respects) on and as of the Closing Date with date of this Agreement and (except to the same force and effect as though made extent such representations refer to an earlier date) on and as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Arch Capital Group LTD)

Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained in this Agreement shall have been be true and correct in all material respects on as of the date hereof and shall be true in all material respects on of this Agreement and as of the Closing Date Effective Time, with the same force and effect as though made on and as of the Closing DateEffective Time.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Robotic Vision Systems Inc)

Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement and the Related Agreements shall have been be true and correct in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, and the Seller shall have received a certificate, executed by an officer of the Purchaser, dated the Closing DateDate to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Xoom Inc)

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