Common use of Representations and Warranties at Closing Clause in Contracts

Representations and Warranties at Closing. The representations and warranties of Access to ULURU contained in this Agreement shall be true and correct as of the Closing in all material respects with the same force and effect as though such representations and warranties had been made at such time (without regard to materiality qualifiers set forth therein), except (a) where failure to be so true and correct would not prevent or materially delay the consummation of the transactions contemplated hereby, (b) that those representations and warranties which address matters only as of a particular date or period of time shall remain true and correct as of such date or period of time, except where failure to be so true and correct would not prevent or materially delay the consummation of the transactions contemplated hereby, and (c) where ULURU or Xxxxx X. Xxxx has knowledge that any such representation or warranty was not so true and correct on the date hereof or the Closing Date. Access shall deliver to ULURU at the Closing a certificate by an officer of Access to such effect.

Appears in 2 contracts

Samples: Asset Sale Agreement (Oxford Ventures Inc), Asset Sale Agreement (Access Pharmaceuticals Inc)

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Representations and Warranties at Closing. The representations and warranties of ULURU to Access to ULURU contained in this Agreement shall be true and correct as of the Closing in all material respects with the same force and effect as though such representations and warranties had been made at such time (without regard to materiality qualifiers set forth therein), except (a) where failure to be so true and correct would not prevent or materially delay the consummation of the transactions contemplated hereby, (b) and except that those representations and warranties which address matters only as of a particular date or period of time shall remain true and correct as of such date or period of time, except where failure to be so true and correct would not prevent or materially delay the consummation of the transactions contemplated hereby, and (c) where . ULURU or Xxxxx X. Xxxx has knowledge that any such representation or warranty was not so true and correct on the date hereof or the Closing Date. Access shall deliver to ULURU Access at the Closing a certificate by an officer of Access ULURU to such effect.

Appears in 2 contracts

Samples: Asset Sale Agreement (Access Pharmaceuticals Inc), Asset Sale Agreement (Oxford Ventures Inc)

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