Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained herein shall have been true in all material respects when made and shall be true in all material respects as of the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified date.
Appears in 8 contracts
Samples: Subsidiary Stock Purchase Agreement (China Agro-Technology Holdings LTD), Share Purchase Agreement (Directview Inc), Stock Purchase Agreement (Slabsdirect Com Inc)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer herein contained herein shall have been true and correct in all material respects when made and and, in addition, 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 that dateand as of the Closing Date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified datehereby.
Appears in 7 contracts
Samples: Asset Purchase Agreement (Clear Choice Financial, Inc.), Asset Purchase Agreement (Marinemax Inc), Asset Purchase Agreement (Steelcloud Inc)
Accuracy of Representations and Warranties. The All representations and warranties of Purchaser Buyer contained herein shall have been true or in all material respects when made and any certificate or document delivered to the Sellers pursuant hereto shall be true in all material respects and correct on and as of the Closing Date Date, with the same force and effect as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are had been made as of a specified date, in which case such representations on and warranties shall be true as of the specified dateClosing Date, except as contemplated or permitted by this Agreement.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Nabors Holding Co), Purchase Agreement (Riney Rodger O), Stock Purchase Agreement (Grey Wolf Inc)
Accuracy of Representations and Warranties. The All representations and warranties of Purchaser the Sellers and the Company contained herein or in any certificate or document delivered to Buyer pursuant hereto shall have been be true and correct in all material respects when made on and shall be true in all material respects as of the Closing Date Date, with the same force and effect as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are had been made as of a specified date, in which case such representations on and warranties shall be true as of the specified dateClosing Date, except as contemplated or permitted by this Agreement.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Nabors Holding Co), Stock Purchase Agreement (Pool Energy Services Co), Stock Purchase Agreement (Gonsoulin Alton Anthony Jr)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained herein shall have been true or in all material respects when made and any certificate, schedule, or other document delivered by Purchaser pursuant to the provisions hereof, or in connection herewith, shall be true and correct in all material respects as of the Closing Date with the same effect as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are had been made as of a specified dateat the Closing, in which case except to the extent such representations and warranties shall be true as of the specified expressly relate only to an earlier date, and except for changes contemplated by this Agreement or approved in writing by Seller.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Cognigen Networks Inc), Stock Purchase Agreement (Heng Fung Holdings Co LTD), Stock Purchase Agreement (Heng Fung Holdings Co LTD)
Accuracy of Representations and Warranties. The representations representations, warranties and warranties of Purchaser contained agreements made by BUYER herein shall have been true in all material respects when made and shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties are being made or given on that dateand as of the Closing Date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified datehereby.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Valiant Health Care, Inc.), Asset Purchase Agreement (Willing Holding, Inc.), Asset Purchase Agreement (U S Plastic Lumber Corp)
Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained herein shall have been true in all material respects when made and shall be true in all material respects on and as of the Closing Date with the same effect as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are had been made on and as of a specified date, in which case such representations and warranties shall be true as of the specified that date.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (POSITIVEID Corp)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained herein herein, without giving any effect to any materiality qualifications therein, shall have been be true and correct in all material respects when made on and shall be true in all material respects as of the applicable Closing Date as though made on that date, and as of the applicable Closing Date (except as affected by transactions contemplated hereby and except and to the extent that such for representations and warranties are made as of a specified date, in which case such representations and warranties shall need be true and correct only as of the specified date).
Appears in 3 contracts
Samples: Acquisition Agreement (MF Global Ltd.), Acquisition Agreement, Acquisition Agreement (Refco Inc.)
Accuracy of Representations and Warranties. The representations and warranties herein of Purchaser contained herein shall have been true in all material respects when made and Buyer shall be true and correct in all material respects as of the Closing Date as though made on that date, (except as affected by transactions contemplated hereby and except and to the extent that any such representations and warranties are made as of a specified daterepresentation or warranty is qualified by materiality, in which case such representations and warranties representation or warranty shall be true as of the specified datein all respects).
Appears in 3 contracts
Samples: Real Property Purchase and Sale Agreement (Reading International Inc), Leasehold Purchase and Sale Agreement (Reading International Inc), Asset Purchase and Sale Agreement (Reading International Inc)
Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser contained herein shall have been be true and correct (disregarding any materiality qualifications contained therein) in all material respects when made at and shall be true in all material respects as of the Closing Date with the same force as though if made on that dateand as of the Closing Date and except, except as affected by transactions contemplated hereby and except and in each case, to the extent that any such representations representation and warranties are made warranty speaks as of a specified specific date, in which case such representations representation and warranties warranty shall be be, subject to the qualifications set forth above, true and correct, as the case may be, as of the specified such specific date.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Star Gas Partners Lp)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained herein shall have been be true and correct in all material respects when made on and shall be true in all material respects as of the Closing Date as though made on that date, (except as affected by transactions contemplated hereby and except and to the extent that such for representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of that date in all material respects) with the same force and effect as though made by Purchaser on and as of the specified dateClosing Date, except those qualified by materiality shall be true and correct in all respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Alldigital Holdings, Inc.), Asset Purchase Agreement
Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained Buyer set forth herein shall have been be true and correct in all material respects when made and shall be true in all material respects as of the Closing Date as though made on that date, (except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made qualified by the term “material” or contain terms such as of a specified date, “Material Adverse Effect” in which case such representations and warranties shall be true and correct in all respects) as of the specified datedate of this Agreement and as of the Closing Date as though made on and as of the Closing Date.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Atlas Pipeline Partners Lp)
Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser Buyer contained herein shall have been be true and correct in all material respects when made respects, in each case at and shall be true in all material respects as of the Closing Date as though if made on that date, at and as of the Closing Date (except as affected by transactions contemplated hereby and except and to for the extent that such representations and warranties are made that address matters only as of a specified date, in particular date or only with respect to a specific period of time which case such representations and warranties shall need only be true and accurate as of the specified datesuch date or with respect to such period).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Atlas America Inc), Securities Purchase Agreement (Resource America Inc)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer contained herein shall have been be true and correct in all material respects when made on the date hereof in and 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 that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are had been made as of a specified date, in which case such representations on and warranties shall be true as of the specified dateClosing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cablevision Systems Corp /Ny), Asset Purchase Agreement (Princeton Video Image Inc)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained the Company and Seller set forth herein shall have been be true and correct in all material respects when made and shall be true in all material respects as of the Closing Date as though made on that date, (except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made qualified by the term “material” or contain terms such as of a specified date, “Material Adverse Effect” in which case such representations and warranties shall be true and correct in all respects) as of the specified datedate of this Agreement and as of the Closing Date as though made on and as of the Closing Date.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Atlas Pipeline Partners Lp)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained herein and in the Operative Documents shall have been true in all material respects when made and shall be true in all material respects as of the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true in all material respects as of the specified date.
Appears in 2 contracts
Samples: Stock Exchange and Reorganization Agreement (Parsec Capital Acquisitions Corp.), Share Exchange Agreement (Satya Worldwide, Inc.)
Accuracy of Representations and Warranties. The representations representations, warranties and warranties of agreements made by the Purchaser contained herein shall have been true in all material respects when made and shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties are being made or given on that dateand as of the Closing Date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified datehereby.
Appears in 2 contracts
Samples: Share Purchase Agreement (Willing Holding, Inc.), Share Purchase Agreement (Sierra Resource Group Inc)
Accuracy of Representations and Warranties. The All representations and warranties of Purchaser the Buyer contained herein shall have been be true and correct in all material respects when made on and shall be true in all material respects as of the Closing Date Date, with the same force and effect as though such representations and warranties had been made on that dateand as of the Closing Date, except as affected contemplated or permitted by transactions contemplated hereby this Agreement and except and to the extent that any such representations and warranties are representation or warranty is made as of a specified date, in which case such representations representation or warranty shall have been true and warranties shall be true correct as of the specified such date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Figgie International Inc /De/)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser Purchasers contained herein shall have been true in all material respects when made and shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as though made on that date, (except as affected by transactions contemplated hereby and except and to the extent that such for representations and warranties are made as of a date specified datein such representation and warranty, in which case such representations and warranties shall be true and correct in all material respects as of that date) with the same force and effect as though made by Purchasers on and as of the specified dateClosing Date, except those qualified by materiality shall be true and correct in all respects.
Appears in 1 contract
Accuracy of Representations and Warranties. The representations and warranties of made by Purchaser contained herein shall have been be true and correct in all material respects when made except for those representation and warranties that are qualified as to materiality which shall be true and correct in all material respects as of on the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except and to which in the extent that such representations and warranties are made as event of a specified date, in which case such representations and warranties delayed closing shall be true as of confirmed in writing at the specified dateClosing by Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Talx Corp)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser Purchasers contained herein shall have been be true and correct in all material respects when made on and shall be true in all material respects as of the Closing Date as though made on that date, (except as affected by transactions contemplated hereby and except and to the extent that such for representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of that date in all material respects) with the same force and effect as though made by Purchasers on and as of the specified dateClosing Date, except those qualified by materiality shall be true and correct in all respects.
Appears in 1 contract
Samples: Asset Purchase Agreement
Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained herein shall have been true and in all material respects when made and any certificate delivered pursuant hereto shall be true in all material respects as of the Closing Date as though made on that date, (except as affected by transactions contemplated hereby and except and with respect to the extent that such representations and warranties are made as of a specified datethat contain materiality or material adverse effect qualifiers, in which case such representations and warranties shall be true and correct in all respects) on and as of the specified date hereof and as of the Closing Date with the same force and effect as if made on and as of such date.
Appears in 1 contract
Accuracy of Representations and Warranties. The representations and warranties of Purchaser the Sellers contained herein (including applicable Exhibits or Schedules) and in the Operative Documents shall have been true in all material respects when made and shall be true in all material respects as of the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified date.
Appears in 1 contract
Samples: Agreement and Plan of Reverse Acquisition (Activeworlds Corp)
Accuracy of Representations and Warranties. The representations representations, warranties and warranties of Purchaser contained agreements made by the Buyer herein shall have been true in all material respects when made and shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties are being made or given on that dateand as of the Closing Date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified datehereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sierra Resource Group Inc)
Accuracy of Representations and Warranties. The All representations and warranties of the Purchaser or any officer of the Purchaser contained herein shall have been true or in all material respects when made and any certificate or document delivered to the Seller pursuant hereto 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 such representations and warranties had been made on that dateand as of the Closing Date, except as affected by transactions contemplated hereby and except and to the extent that any such representations and warranties are representation or warranty refers to financial or other information that is made as of a specified date, in which case such representations financial or other information shall have been true and warranties shall be true correct as of the specified such date.
Appears in 1 contract
Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser Buyer contained herein and in any other agreements or instruments provided for herein shall have been true and correct in all material respects when made on the date hereof, and shall be true and correct in all material respects as of the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Reliance Steel & Aluminum Co)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained herein herein, without giving effect to any materiality qualifications therein, shall have been be true and correct in all material respects when made on and shall be true in all material respects as of the Closing Date as though made on that date, except and as affected by transactions contemplated hereby and except and to of the extent that such Closing Date (or in the case of representations and warranties are made as of a specified date, true and correct in which case such representations and warranties shall be true all material respects as of such date), and Purchaser shall deliver to Seller a certificate of an authorized officer to the specified dateforegoing effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser Buyer herein contained herein shall have been true and correct in all material respects when made and and, in addition, shall be true and correct in all material respects on and as of the Closing Effective Date with the same force and effect as though made on that dateand as of the Effective Date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified datehereby.
Appears in 1 contract
Samples: Option Agreement (Infinity Resources Holdings Corp.)
Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained herein or in any certificate delivered pursuant to this Agreement shall have been be true and correct in all material respects on the date when made and shall be repeated at and as of the Closing Date and shall be true and correct in all material respects on the Closing Date as so made again (unless a representation is made as of a specific date, and in such event it shall be true and correct in all material respects as of the Closing Date as though made on that such date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified date).
Appears in 1 contract
Accuracy of Representations and Warranties. The representations and warranties of Purchaser the Buyer herein contained herein shall have been true in all material respects when made and shall be true in all material respects on and as of Closing with the Closing Date same force and effect as though made on that dateand as of Closing, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are were made as of a specified date, in which case date and as to such representations and warranties the same shall be have been true as of the specified date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bio Lok International Inc)
Accuracy of Representations and Warranties. The Each of the representations and warranties of Purchaser contained herein shall have been be true and correct in all material respects when on the Closing Date, in each case as if made and shall be true in all material respects as of the Closing Date as though made on that date, (except as affected by transactions contemplated hereby and except and to for the extent that such representations and warranties are made that address matters only as of a specified date, in particular date or only with respect to a specific period of time which case such representations and warranties shall need only be true and correct as of the specified datesuch date or with respect to such period).
Appears in 1 contract
Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained herein set forth in the Transaction Documents that are qualified as to materiality shall have been true be true, correct and complete, and those representations and warranties of the Purchaser not so qualified shall be true, correct and complete in all material respects when made respects, in each case as of the date hereof and shall be true in all material respects as of the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified dateDate.
Appears in 1 contract
Samples: Purchase Agreement (Vertex Pharmaceuticals Inc / Ma)
Accuracy of Representations and Warranties. The Each of the representations and warranties of the Purchaser and the Guarantor contained herein shall have been be true and correct in all material respects when made respects, in each case on and shall be true in all material respects as of the Closing Date as though if made on that date, and as of the Closing Date (except as affected by transactions contemplated hereby and except and to for the extent that such representations and warranties are made that address matters only as of a specified date, in particular date or only with respect to a specific period of time which case such representations and warranties shall need only be true and correct as of the specified datesuch date or with respect to such period).
Appears in 1 contract
Accuracy of Representations and Warranties. The All representations and warranties of Purchaser contained herein Buyer shall have been be true and correct in all material respects when made and (except as a result of any action taken which shall be specifically contemplated hereby) shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though if they had been made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lenfest Communications Inc)
Accuracy of Representations and Warranties. The All representations and warranties of Purchaser the Seller contained herein shall have been be true and correct in all material respects when made on and shall be true in all material respects as of the Closing Date Date, with the same force and effect as though such representations and warranties had been made on that dateand as of the Closing Date, except as affected contemplated or permitted by transactions contemplated hereby this Agreement and except and to the extent that any such representations and warranties are representation or warranty is made as of a specified date, in which case such representations representation or warranty shall have been true and warranties shall be true correct as of the specified such date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Figgie International Inc /De/)
Accuracy of Representations and Warranties. The All representations and warranties of Purchaser the Seller contained herein shall have been true in all material respects when made and shall be true and correct in all material respects as though made on and as of the Closing Date as though made on that dateDate, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made speak as of a specified certain date, in which case such representations and warranties shall be have been true and correct as of the specified such date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Team Nation Holdings CORP)