Representations and Warranties True as of the Closing Date. Buyer’s representations and warranties in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.
Appears in 11 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Representations and Warranties True as of the Closing Date. Buyer’s Except as otherwise permitted by this Agreement, all representations and warranties by Seller in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true on and correct in all material respects as of the Closing Date as if though made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except at that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or periodtime.
Appears in 9 contracts
Samples: Asset Purchase Agreement (Green Technology Solutions, Inc.), Asset Purchase Agreement (Green Technology Solutions, Inc.), Asset Purchase Agreement (Ceres Ventures, Inc.)
Representations and Warranties True as of the Closing Date. Buyer’s All representations and warranties of Buyer contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true on and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made on and as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or periodof that date.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Green Technology Solutions, Inc.), Asset Purchase Agreement (Green Technology Solutions, Inc.), Asset Purchase Agreement (Ceres Ventures, Inc.)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Purchaser contained in this Agreement shall have been true and correct or in all material respects as of any list, certificate or document delivered by Purchaser to Seller pursuant to the date of this Agreement and provisions hereof shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 3 contracts
Samples: Plan of Reorganization and Asset Purchase Agreement (3m Co), Asset Purchase Agreement (Swift Transportation Co Inc), Asset Purchase Agreement (Maxplanet Corp)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Sellers and the Company contained in this Agreement shall have been true or in any schedule, certificate or document delivered by Sellers and correct in all material respects as of the date of this Agreement and Company to Purchaser pursuant to the provisions hereof shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Lsi Industries Inc), Stock Purchase Agreement (Meridian Bioscience Inc), Stock Purchase Agreement (Meridian Bioscience Inc)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Seller contained in this Agreement or in any schedule, certificate or document delivered by Seller to Purchaser pursuant to the provisions hereof shall have been true and correct in all material respects as of on the date of this Agreement hereof without regard to any schedule updates furnished by Seller after the date hereof and shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 2 contracts
Samples: Assets Purchase Agreement (Minnesota Mining & Manufacturing Co), Asset Purchase Agreement (Rotary Power International Inc)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Seller contained in this Agreement or in any schedule, certificate or document delivered by Seller to Purchaser pursuant to the provisions hereof shall have been be true and correct in all material respects as of on the date of this Agreement hereof and shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Celadon Group Inc), Asset Purchase Agreement (Celadon Group Inc)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties made by Buyer in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same effect as if though such representations and warranties had been made or given on the Closing Date, subject and the Seller shall have received from Buyer a certificate to changes expressly contemplated and permitted by this Agreement, except the effect that all such representations and warranties made as of, or in respect of, only a specified date or period shall be are true and correct in all material respects as of, or in respect of, such date or periodof the Closing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brooke Corp), Stock Purchase Agreement (First American Capital Corp /Ks)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Seller contained in this Agreement or in any schedule, certificate or document delivered by Seller to Purchaser pursuant to the provisions hereof shall have been true and correct in all material respects as of on the date of this Agreement hereof and shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Swift Transportation Co Inc), Purchase and Sale Agreement (Jaymark Inc)
Representations and Warranties True as of the Closing Date. Buyer’s and Parent’s representations and warranties in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Uil Holdings Corp), Asset Purchase Agreement
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties made by Seller in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same effect as if though such representations and warranties had been made or given on and as of the Closing Date and Buyer shall have received from the Seller certificates to the effect that (i) all such representations and warranties are true and correct as of the Closing Date, subject and (ii) Seller have caused the Bank to changes expressly contemplated and permitted by do or not do (as the case may be) those matters specified in Section 4.2 of this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brooke Corp), Stock Purchase Agreement (First American Capital Corp /Ks)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Sellers contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.
Appears in 1 contract
Samples: Share Purchase and Asset Transfer Agreement (Luna Innovations Inc)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects as of on the date of this Agreement hereof and shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract
Samples: Acquisition Agreement (Production Resource Group LLC)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Sellers contained in this Agreement shall have been true and correct in all material respects as of on the date of this Agreement hereof and shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract
Representations and Warranties True as of the Closing Date. Buyer’s Each of the representations and warranties made by Buyer in this Agreement shall have been be true and correct in all material respects as of the date of this Agreement when made and shall be true and correct in all material respects at and as of the Closing Date as if though such representations and warranties were made or given on and as of the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.
Appears in 1 contract
Samples: Stock Exchange Agreement (Innovative Software Technologies Inc)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Seller contained in this Agreement or in any Schedule delivered by Seller to Buyer pursuant to the provisions hereof shall have been true and correct in all material respects as of on the date of this Agreement hereof without regard to any Schedule updates furnished by Seller after the date hereof (except such updates as are approved by Buyer in writing) and shall be true and correct in all material respects as of on the Closing Date (as if made on so updated) with the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that same effect as though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Buyer contained in this Agreement or in any document delivered by Buyer pursuant to the provisions hereof shall have been be true and correct in all material respects as of the date of this Agreement at and shall be true and correct in all material respects as of the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract
Samples: Stock Purchase Agreement (Knight Transportation Inc)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Seller contained in this Agreement or in any certificate or document delivered by Seller to Purchaser pursuant to the provisions hereof shall have been true and correct in all material respects as of on the date of this Agreement hereof and shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of the Purchaser contained in this Agreement or in any list, certificate or document delivered by Purchaser to Sellers pursuant to the provisions hereof shall have been be true on the date of delivery thereof and correct shall be true on the Closing Date in all material respects with the same effect as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties made by Buyer in this Agreement shall have been be true and correct in all material respects on and as of the date Closing Date with the same effect as though such representations and warranties had been made or given on and as of this Agreement the Closing Date and Seller shall be have received from Buyer’s Manager a certificate on behalf of Buyer to the effect that to the best of his Knowledge and belief, after due inquiry, all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.
Appears in 1 contract
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Buyer contained in this Agreement or in any document delivered by such parties pursuant to the provisions hereof shall have been be true and correct in all material respects as of the date of this Agreement and shall be true at and correct in all material respects as of the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Purchaser contained in this Agreement or in any schedule, certificate, statement, document or instrument furnished to Seller hereunder shall have been true and correct in all material respects as of on the date of this Agreement Effective Date and shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract
Samples: Asset Purchase Agreement (Adams Respiratory Therapeutics, Inc.)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Buyer contained in this Agreement shall have been true and correct or in all material respects as of any list, certificate or document delivered by Buyer to Seller pursuant to the date of this Agreement and provisions hereof shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Buyer contained in this Agreement shall have been be true and correct in all material respects when made and 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 expressly stated herein or therein to be as of a date other than the date of this Agreement and Agreement; provided, however that if a representation or warranty has a reference to "materially," "material," "Material Adverse Effect," "in all material respects" or similar expressions, such representation or warranty shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or periodrespects.
Appears in 1 contract
Samples: Purchase Agreement (Dial Corp /New/)
Representations and Warranties True as of the Closing Date. Buyer’s The representations and warranties of Buyer contained in this Agreement shall have been true and correct or in all material respects as of any Schedule delivered by Buyer to Seller pursuant to the date of this Agreement and provisions hereof shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that though such representations and warranties were made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, of such date or perioddate.
Appears in 1 contract