Common use of Representations at Time of Closing Clause in Contracts

Representations at Time of Closing. The representations and warranties of the Seller and the Company contained in this Agreement (including the Schedules and Exhibits hereto) and in any certificate or documents delivered to the Purchaser pursuant hereto shall be deemed to have been made again at and as of the time of Closing with dates therein updated to the Closing Date and, as so updated and made, shall then be true, complete and correct, except for changes in the ordinary course of business not materially adversely affecting the business, properties or financial condition of the Company, or changes required by or contemplated by this Agreement. For purposes of requirements under this Section and the certificate delivered pursuant to Section 7.05 hereof, the reaffirmation of the financial statement representations and warranties as of the Closing Date shall include and apply to any and all annual and interim period financial statements delivered to Purchaser as required under Section 6.01(m) hereof as well as to the Financial Statements and Interim Financial Statements as defined in Section 3.08 hereof.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vertical Health Solutions Inc), Stock Purchase Agreement (Vertical Health Solutions Inc)

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Representations at Time of Closing. The representations and warranties of the Seller Sellers and the Company contained in this Agreement (including the Schedules and Exhibits hereto) and in any certificate or documents delivered to the Purchaser pursuant hereto shall be deemed to have been made again at and as of the time of Closing with dates therein updated to the Closing Date and, as so updated and made, shall then be true, complete and correct, except for changes in the ordinary course of business not materially adversely affecting the business, properties or financial condition of the Company, or changes required by or contemplated by this Agreement. For purposes of requirements under this Section and the certificate delivered pursuant to Section 7.05 hereof, the reaffirmation of the financial statement representations and warranties as of the Closing Date shall include and apply to any and all annual and interim period financial statements delivered to Purchaser as required under Section 6.01(m) hereof as well as to the Financial Statements and Interim Financial Statements as defined in Section 3.08 hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynamic Health Products Inc)

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Representations at Time of Closing. The representations and warranties of the Seller Shareholder and the Company DMI contained in this Agreement (including the Schedules and Exhibits hereto) and in any certificate or documents delivered to the Purchaser DYHP pursuant hereto shall be deemed to have been made again at and as of the time of Closing with dates therein updated to the Closing Date and, as so updated and made, shall then be true, complete and correct, except for changes in the ordinary course of business not materially adversely affecting the business, properties or financial condition of the CompanyDMI, or changes required by or contemplated by this Agreement. For purposes of requirements under this Section and the certificate delivered pursuant to Section 7.05 hereof, the reaffirmation of the financial statement representations and warranties as of the Closing Date shall include and apply to any and all annual and interim period financial statements delivered to Purchaser DYHP as required under Section 6.01(m) hereof as well as to the Financial Statements and Interim Financial Statements as defined in Section 3.08 hereof, but only as of the dates specified therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dynamic Health Products Inc)

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