Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Company in this 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 Company the Seller in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Company 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 4 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 Company in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Company pursuant to 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 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 Company the Sellers and Principals in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing document delivered at the Closing by Company the Sellers and Principals 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: 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 Company the Seller and Principal in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing document delivered at the Closing by Company the Seller and Principal 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: 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 Company Sellers and Members in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Company 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 the Indemnifying Shareholders and the Company Shareholders in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Company pursuant to 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 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 BuyerParent.
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Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Company and Shareholder in this 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 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Company in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Company pursuant Schedules attached 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 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Company in this 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 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by the Company and the Significant Shareholders in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Company pursuant to 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 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 BuyerParent or Merger Sub, provided that for purposes of this Section 6.1, if any representation or warranty includes a materiality qualifier, such qualifier shall be disregarded.
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Representations and Warranties True on the Closing Date. Each of the The representations and warranties made by of the Company and the Company Shareholders contained in this Agreement, and the statements contained in the Disclosure Schedule or Ancillary Documents, and in any other certificate, Contract, instrument, list, certificate or writing statement delivered by Company pursuant to and the Company Shareholders in connection with this Agreement, shall any Ancillary Document, or the Contemplated Transactions, 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 Date, and again on the Effective 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 1 contract
Samples: Merger Agreement (GlyEco, Inc.)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Company the Seller and Principals in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing document delivered at the Closing by Company the Seller and Principals 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 1 contract
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Company Shareholders in this Agreement, and the statements contained in the Disclosure Schedule Schedules or in any instrument, list, certificate certificate, or writing delivered by Company Shareholders 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 1 contract
Samples: Stock Purchase Agreement (Wec Co)
Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Company and Shareholders in this 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.
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Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Company the Shareholders in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Company the Shareholders 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.
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