Common use of No Misrepresentation or Breach of Covenants and Warranties Clause in Contracts

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a material adverse effect. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer on or before the Closing Date, and Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Freedom Group, Inc.), Stock Purchase Agreement (Remington Arms Co Inc/)

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No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects: (a) as of the date hereof; and (b) on and as of the Closing Date, except for those representations and warranties which refer to facts existing at a specific date (which shall be true and correct as of such date) as though made on such date, except to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a material adverse effect. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer on or before the Closing Date, and Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing.

Appears in 1 contract

Samples: Merger Agreement (SCP Pool Corp)

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Buyer the Shareholder Parties made in this Agreement shall be true and correct in all material respects: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except to the extent any breaches of such for those representations and warranties would not individually or in the aggregate which refer to facts existing at a specific date (which shall be reasonably likely to have a material adverse effecttrue and correct as of such date). Buyer The Company shall have performed or complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by Buyer the Company on or before the Closing Date, and Buyer the Company shall have delivered to the Company Buyer a certificate dated the Closing Date and signed by an authorized officer of Buyer the Company and the respective Shareholder Party confirming the foregoing.

Appears in 1 contract

Samples: Merger Agreement (SCP Pool Corp)

No Misrepresentation or Breach of Covenants and Warranties. The Each of the representations and warranties of Buyer made contained herein (i) qualified by materiality or Material Adverse Effect, shall be true and correct in this Agreement all respects and (ii) not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects: (a) as of respects on the date hereof; and (b) on and as of the Initial Closing Date, Date as though made on such date, except to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a material adverse effect. Initial Closing Date; Buyer shall have performed or complied with in all material respects with all obligations and not otherwise breached in any material respect the covenants required by this Agreement of Buyer set forth herein; and there shall have been delivered to be performed or complied with by Buyer on or before Seller a certificate to such effect, dated the Initial Closing Date, and signed on behalf of Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoingBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (SeaSpine Holdings Corp)

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No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Buyer shall be true and correct on the Closing Date in all material respects as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in this Agreement which case such representations and warranties shall be true and correct in all material respects: (a) as of the date hereof; and (b) , on and as of the Closing Date, as though made on such earlier date, except to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a material adverse effect). Buyer and its Affiliates shall have performed or complied in all material respects with all the material obligations and material covenants required by this Agreement to be performed or complied with by Buyer them on or before the Closing Date, and Buyer . Seller shall have delivered to the Company received a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming to the foregoingeffect of the preceding two sentences.

Appears in 1 contract

Samples: Asset Contribution and Equity Purchase Agreement (West Corp)

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