Common use of Representations and Warranties True at Closing Date Clause in Contracts

Representations and Warranties True at Closing Date. Except for changes as may be contemplated by this Agreement, each of the representations and warranties of the Buyer contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or material adverse effect, must 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 such date, unless the representation or warranty is made as of a specified date; the Buyer must have performed and complied in all material respects with the covenants and agreements set forth herein to be performed or complied with by it on or before the Closing Date; and the Buyer must have delivered to the Seller a certificate dated the Closing Date and signed by its duly authorized officer to all such effects.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Scotts Company), Asset Purchase Agreement (Scotts Company), Asset Purchase Agreement (Scotts Company)

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Representations and Warranties True at Closing Date. Except for changes as may be contemplated by this Agreement, each of the representations and warranties of the Buyer Seller contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or material adverse effect, must 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 such date, unless the representation or warranty is made as of a specified date; the Buyer Seller must have performed and complied in all material respects with the respective covenants and agreements set forth herein to be performed or complied with by it on or before the Closing Date; and the Buyer Seller must have delivered to the Seller Buyer a certificate dated the Closing Date and signed by its duly authorized officer to all such effects.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Scotts Company), Asset Purchase Agreement (Scotts Company), Asset Purchase Agreement (Scotts Company)

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Representations and Warranties True at Closing Date. Except for changes as may be contemplated by this AgreementAgreement and the representations and warranties made as of a specific date, each of the representations and warranties of the Buyer contained in this Agreement, disregarding all qualifications and exceptions contained therein relating Agreement that are qualified as to materiality or material adverse effect, must 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 such date, unless date and each of the representation or warranty is made as of a specified daterepresentations and warranties that are not so qualified shall be true in all material respects; the Buyer must have performed and complied in all material respects with each of the covenants and agreements set forth herein to be performed or complied with by it on or before the Closing Date; and the Buyer must have delivered to the Seller a certificate dated the Closing Date and signed by its duly authorized officer to all such effects.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Access Inc /New/)

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