Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 11 contracts
Samples: Purchase Agreement (MAGELLAN GOLD Corp), Share Purchase Agreement (Key Mining Corp.), Asset Purchase Agreement (Key Mining Corp.)
Representations and Warranties True at Closing. The representations and warranties of made by the Seller contained Buyer in the this Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and correct at and as of the closing date Closing Date with the same effect as though such representations and warranties were had been made or given at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datethe Closing Date.
Appears in 10 contracts
Samples: Asset Purchase Agreement (CSP Inc /Ma/), Asset Purchase Agreement (Bos Better Online Solutions LTD), Asset Purchase Agreement (Gti Corp)
Representations and Warranties True at Closing. The Each of the representations and warranties of made by the Seller contained Sellers in the Agreement this Agreement, or in any instrument, schedule, list, certificate or document writing delivered by Sellers pursuant to the provisions hereof or in connection with the transactions contemplated hereby this Agreement, shall be true on and correct when made and shall be true and correct in all material respects at and as of the closing date Closing as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datethe Closing.
Appears in 9 contracts
Samples: Stock Purchase and Sale Agreement (Healthcare Capital Corp), Stock Purchase and Sale Agreement (Healthcare Capital Corp), Stock Purchase and Sale Agreement (Healthcare Capital Corp)
Representations and Warranties True at Closing. The representations and warranties of the made by Seller contained in the or pursuant to this Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby given on its behalf hereunder shall be true and correct in all material respects on and as of the closing date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateClosing Date.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Vornado Operating Co), Purchase Agreement (Vornado Operating Co), Asset Purchase Agreement (Vornado Operating Co)
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Nova Oil Inc), Asset Purchase Agreement (Medgenesis Inc), Asset Purchase Agreement (Medgenesis Inc)
Representations and Warranties True at Closing. The Seller’s representations and warranties of the Seller contained in the this Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby that are qualified by materiality shall be true on and correct and any such representations and warranties that are not qualified by materiality shall be true and correct in all material respects, in each case, as of the Effective Date and as of the closing date Closing Date, as though such representations and warranties were made at on and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datethe Closing Date.
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Electronics for Imaging Inc), Purchase and Sale Agreement (Gilead Sciences Inc)
Representations and Warranties True at Closing. The representations and warranties of made by the Seller contained Sellers in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby this Agreement shall be true on and correct at and as of the closing date Closing Date with the same effect as though such representations and warranties were had been made or given at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datethe Closing Date.
Appears in 4 contracts
Samples: Stock Purchase Agreement (High Voltage Engineering Corp), Stock Purchase Agreement (Portola Packaging Inc), Equity Purchase Agreement (Portola Packaging Inc)
Representations and Warranties True at Closing. The All of the representations and warranties of the made by Seller contained in the or pursuant to this Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby given on its behalf hereunder shall be true and correct, in all material respects, on and as of the closing date Closing Date with the same effect as though such representations and warranties were had been made at or given on and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datethe Closing Date.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ruths Chris Steak House, Inc.), Asset Purchase Agreement (Ruths Chris Steak House, Inc.), Asset Purchase Agreement (Ruths Chris Steak House, Inc.)
Representations and Warranties True at Closing. The representations and warranties of the Seller contained made by each Selling Entity in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby this Agreement shall be true on and correct in all material respects at and as of the closing date Closing Date with the same effect as though such representations and warranties were had been made or given at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datethe Closing Date.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Footstar Inc), Asset Purchase Agreement (Footstar Inc), Asset Purchase Agreement (Baker J Inc)
Representations and Warranties True at Closing. The representations and warranties of the Seller Buyer contained in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 2 contracts
Samples: Share Purchase Agreement (Key Mining Corp.), Asset Purchase Agreement (First Harvest Corp.)
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise contemplated herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hampshire Group LTD), Asset Purchase Agreement (Hampshire Group LTD)
Representations and Warranties True at Closing. The representations and warranties of made by the Seller contained in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby this Agreement shall be true on and correct at and as of the closing date Closing Date with the same effect as though such representations and warranties were had been made or given at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datethe Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CSP Inc /Ma/), Stock Purchase Agreement (Portola Packaging Inc)
Representations and Warranties True at Closing. The representations and warranties of the Seller Purchaser and Guarantor contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby hereby, shall be true on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Grow Biz International Inc)
Representations and Warranties True at Closing. The representations and warranties of the made by Seller contained in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby this Agreement shall be true on and correct at and as of the closing date Closing Date with the same effect as though such representations and warranties were had been made or given at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datethe Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bos Better Online Solutions LTD)
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Grow Biz International Inc)
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true tree as of such date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Affinity International Travel Systems Inc)
Representations and Warranties True at Closing. The representations ---------------------------------------------- and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Webb Interactive Services Inc)
Representations and Warranties True at Closing. The representations and warranties of the Seller and Shareholder contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Representations and Warranties True at Closing. The representations and warranties of the made by Seller contained in the under this Agreement or any certificate document or document instrument delivered pursuant to the provisions hereof Buyer, or in connection with the transactions contemplated hereby its representatives hereunder, shall be true and correct in all material respects on the Closing Date with the same force and as of the closing date effect as though such representations and warranties were had been made at on and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datefor changes contemplated by this Agreement.
Appears in 1 contract
Samples: Joint Development Agreement
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date as though Closing Date and such representations and warranties were shall be deemed made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Representations and Warranties True at Closing. The ---------------------------------------------- representations and warranties of the Seller Buyer contained in the Agreement or in any certificate or document delivered pursuant to the provisions hereof hereof, or in connection with the transactions contemplated hereby hereby, were true and complete when made, and shall be true and complete on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Representations and Warranties True at Closing. The representations and warranties of the Seller and of the Buyer contained in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gawk Inc.)
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby Transaction shall be true and correct when made, and shall be true and correct on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Representations and Warranties True at Closing. The representations ---------------------------------------------- and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby hereby, shall be true and correct when made, and shall be true and correct on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise contemplated herein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Energy Conversion Devices Inc)
Representations and Warranties True at Closing. The representations and warranties of the Seller Buyer contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby Transaction, shall be true and correct when made, and shall be true and correct on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Representations and Warranties True at Closing. The representations ---------------------------------------------- and warranties of the Seller Buyer contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby hereby, shall be true and correct when made, and shall be true and correct on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise contemplated herein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Energy Conversion Devices Inc)
Representations and Warranties True at Closing. The ---------------------------------------------- representations and warranties of the Seller contained in the Agreement or in any certificate or document delivered pursuant to the provisions hereof hereof, or in connection with the transactions contemplated hereby were true and complete when made, and shall be true and complete on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Representations and Warranties True at Closing. The representations and warranties of the Seller Buyer contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby Transaction, shall be true and correct when made, and shall be true and correct in all material respects on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby Transaction shall be true and correct when made, and shall be true and correct in all material respects on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof of this Agreement or in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Samples: Merger Agreement (Cenuco Inc)
Representations and Warranties True at Closing. The ---------------------------------------------- representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Webb Interactive Services Inc)
Representations and Warranties True at Closing. The representations and warranties of the Seller Buyer contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date Date of Closing as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Representations and Warranties True at Closing. The representations and warranties of the Seller Buyer contained in the Agreement or in any certificate or document delivered pursuant to the provisions hereof hereof, or in connection with the transactions contemplated hereby hereby, were true and complete when made, and shall be true and complete on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Markwest Hydrocarbon Inc)
Representations and Warranties True at Closing. The representations and warranties of the Seller Sellers contained in the this Agreement or in any exhibit to this Agreement, or in any other certificate or document delivered by Sellers pursuant to the provisions hereof or in connection with the transactions contemplated hereby hereby, shall be true on and as of the closing date Closing Date in all material respects as though to those such representations and warranties as were made at on and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the Agreement or in any certificate or document delivered pursuant to the provisions hereof hereof, or in connection with the transactions contemplated hereby hereby, were true and complete when made, and shall be true and complete on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Markwest Hydrocarbon Inc)
Representations and Warranties True at Closing. The representations and warranties of the Seller Buyer and LLC contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise contemplated herein.
Appears in 1 contract
Representations and Warranties True at Closing. The Each of the representations and warranties of the Seller contained in the this Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby of this Agreement shall be true in all material respects on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.;
Appears in 1 contract
Samples: Asset Purchase Agreement (Movie Trailer Galaxy, Inc.)
Representations and Warranties True at Closing. The representations and warranties of the Seller Purchaser contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby hereby, shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
Appears in 1 contract
Representations and Warranties True at Closing. The ---------------------------------------------- representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof hereof, or in connection with the transactions transaction contemplated hereby hereby, were true and complete in all material respects when made, and shall be true and complete in all material respects on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, date except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Design Automation Systems Inc)
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date as though Closing Date and such representations and warranties were shall be deemed made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise expressly provided herein.
Appears in 1 contract
Representations and Warranties True at Closing. The representations and warranties of the Seller Buyer contained in the this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date Closing Date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such dateotherwise contemplated herein.
Appears in 1 contract
Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the made by Buyer under this Agreement or any certificate document or document instrument delivered pursuant to the provisions hereof Seller, or in connection with the transactions contemplated hereby its representatives hereunder, shall be true and correct in all material respects on the Closing Date with the same force and as of the closing date effect as though such representations and warranties were had been made at on and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such datefor changes contemplated by this Agreement.
Appears in 1 contract
Samples: Joint Development Agreement