Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 35 contracts
Samples: Asset Purchase Agreement (Entegris Inc), Asset Purchase Agreement (Veri-Tek International, Corp.), Asset Purchase Agreement (Entegris Inc)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer the Seller in this Agreement Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by the Seller pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer.
Appears in 9 contracts
Samples: Asset Purchase Agreement (Outback Steakhouse Inc), Asset Purchase Agreement (Outback Steakhouse Inc), Asset Purchase Agreement (Outback Steakhouse Inc)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to in writing by Seller.
Appears in 6 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Outback Steakhouse Inc), Asset Purchase Agreement (Outback Steakhouse Inc)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Company in this Agreement Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Company pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Entegris Inc), Asset Purchase Agreement (Entegris Inc), Asset Purchase Agreement (Entegris Inc)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Purchaser in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Mgic Investment Corp), Securities Repurchase Agreement (Mgic Investment Corp), Asset Purchase Agreement (Dynamic Materials Corp)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Marcus Corp), Stock Purchase Agreement (Carmike Cinemas Inc), Stock Purchase Agreement (Carmike Cinemas Inc)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 4 contracts
Samples: Purchase Agreement (Outback Steakhouse Inc), Purchase Agreement (Outback Steakhouse Inc), Purchase Agreement (Outback Steakhouse Inc)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Company in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Action Performance Companies Inc), Asset Purchase Agreement (Ladish Co Inc), Asset Purchase Agreement (Hein Werner Corp)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Seller in this Agreement Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Seller pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Veri-Tek International, Corp.), Asset Purchase Agreement (Imc Mortgage Co), Asset Purchase Agreement (Macrovision Corp)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Sellers and Members in this Agreement Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Sellers pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Oakmont Acquisition Corp.), Asset Purchase Agreement (Oakmont Acquisition Corp.)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (National Research Corp), Asset Purchase Agreement (National Research Corp)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Unicomp Inc), Stock Purchase Agreement (California Software Corp)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as time of the Closing DateClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Umami Sustainable Seafood Inc.), Stock Purchase Agreement (Lions Gate Lighting Corp.)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer and Parent in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hein Werner Corp), Asset Purchase Agreement (Kaydon Corp)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made or deemed made by Buyer Seller in this Agreement Agreement, and the statements contained in any Schedule or in any instrument, list, certificate or writing delivered by Seller pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Datesubsequently amended.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hemacare Corp /Ca/), Asset Purchase Agreement (Hemacare Corp /Ca/)
Representations and Warranties True on the Closing Date. Each of the The representations and warranties made by of Buyer contained in this Agreement shall Agreement, in the exhibits and schedules attached hereto, or in any certificate, document, or statement delivered pursuant to the provisions hereof, will be true and correct in all material respects when made and shall be true and correct in all material respects at on and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.; and
Appears in 2 contracts
Samples: Asset Purchase Agreement (Command Center, Inc.), Asset Purchase Agreement (Command Center, Inc.)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though those such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to in writing by Seller.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Sellers in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mgic Investment Corp)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Seller in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Samples: Securities Repurchase Agreement (Mgic Investment Corp)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer and the Company in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer and Outback in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Purchaser in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the The representations and warranties made by of the Buyer contained in this the Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at on and as of the Closing Date as though such representations and warranties were newly made or given on and as of the Closing Datethat date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement Agreement, and the statements contained in any instrument, certificate or writing delivered by Buyer pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for those given as of a specified date which must only be true and correct as of such specified date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hispanic Broadcasting Corp)
Representations and Warranties True on the Closing Date. Each of the The representations and warranties made by Buyer of the Sellers contained in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at on and as of the Closing Date as though such representations and warranties were newly made or given on and as of that date (except for the Closing DateFinancial Statements, which shall continue to be true as of the respective dates and for the respective periods covered thereby).
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer the Indemnifying Shareholders and the Company Shareholders in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to by Parent.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement Agreement, and the statements contained in any instrument, certificate or writing delivered by Buyer pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the respective representations and warranties made by Buyer and Parent in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects (except that statements in any representation and warranties that expressly include a standard or materiality shall be true and correct in all respects) at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing DateDate except to the extent that any such representations and warranties were made as of a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true in all material respects as of the specified date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and (except for those which are already qualified by materiality, which shall be true and correct in all material respects accordance with their respective terms) when made and at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes consented to in writing by Shareholders.
Appears in 1 contract
Samples: Stock Purchase Agreement (International Shipping Enterprises, Inc.)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Seller in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer and Xxxxxx in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though through such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the ------------------------------------------------------- representations and warranties made by Buyer Purchaser in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer Seller in this Agreement Agreement, and the statements contained in any instrument, certificate or writing delivered by Seller pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for those given as of a specified date which must only be true and correct as of such specified date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hispanic Broadcasting Corp)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by the Buyer in this Agreement Agreement, and the statements contained in any instrument, list, certificate or writing delivered by the Buyer pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to in writing by the Sellers.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms hereof.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the ------------------------------------------------------- representations and warranties made by Buyer Purchaser in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the time of the Closing as if made on the Closing Date as though and the Closing Date was substituted for the date of this Agreement throughout such representations and warranties were made or given on and as of the Closing Datewarranties.
Appears in 1 contract
Samples: Purchase Agreement (Systemax Inc)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall will be true and correct in all material respects when made and shall will be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer the Shareholders in this Agreement shall be true and correct in all material respects when made and (except for those which are already qualified by materiality, which shall be true and correct in all material respects accordance with their respective terms) when made and at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes consented to in writing by Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (International Shipping Enterprises, Inc.)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement or in any instrument, list, certificate or writing delivered by Buyer pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Representations and Warranties True on the Closing Date. Each of the The representations and warranties made by of Buyer contained in this Agreement, in the Exhibits or in any certificate, document or statement delivered pursuant to the provisions of this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at on and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Poore Brothers Inc)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.
Appears in 1 contract