Common use of Representations True at Closing Clause in Contracts

Representations True at Closing. The representations and warranties made by the Acquired Company and Xxxxxx to the Purchaser and the Merger Sub in this Agreement that are qualified by materiality shall be true and correct, and the representations and warranties of the Acquired Company to the Purchaser and the Merger Sub contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the Closing Date with the same effect as though made at such time, except for changes expressly contemplated by this Agreement and except for any particular representation or warranty that specifically addresses matters only as of a particular date (which shall remain true as of such date).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flowers Foods Inc)

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Representations True at Closing. The representations and warranties made by Parent and Merger Sub to the Acquired Company and Xxxxxx to the Purchaser Companies and the Merger Sub Shareholders in this Agreement that are qualified by materiality shall be true and correct, and the representations and warranties of Parent and Merger Sub to the Acquired Company to the Purchaser Companies and the Merger Sub Shareholders contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the Closing Date with the same effect as though made at such time, except for changes expressly contemplated by this Agreement and except for any particular representation or warranty that specifically addresses matters only as of a particular date (which shall remain true as of such date).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flowers Foods Inc)

Representations True at Closing. The representations and warranties made by the Acquired Company and Xxxxxx to the Purchaser Entities and the Merger Sub Equityholders to Parent and Purchaser in this Agreement that are qualified by materiality shall be true and correct, and the representations and warranties of the Acquired Company Entities to the Parent and Purchaser and the Merger Sub contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the Closing Date with the same effect as though made at such time, except for changes expressly contemplated by this Agreement and except for any particular representation or warranty that specifically addresses matters only as of a particular date (which shall remain true as of such date).

Appears in 1 contract

Samples: Acquisition Agreement (Flowers Foods Inc)

Representations True at Closing. The representations and warranties made by the Acquired Company and Xxxxxx to the Purchaser and the Merger Sub in this Agreement to the Acquired Company and the Shareholders that are qualified by materiality shall be true and correct, and the representations and warranties of the Acquired Company to the Purchaser and the Merger Sub to the Acquired Company and the Shareholders contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the Closing Date with the same effect as though made at such time, except for changes expressly contemplated by this Agreement and except for any particular representation or warranty that specifically addresses matters only as of a particular date (which shall remain true as of such date).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flowers Foods Inc)

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Representations True at Closing. The representations and warranties made by Parent and Purchaser to the Acquired Company and Xxxxxx to the Purchaser Entities and the Merger Sub Equityholders in this Agreement that are qualified by materiality shall be true and correct, and the representations and warranties of Parent and Purchaser to the Acquired Company to the Purchaser Entities and the Merger Sub Equityholders contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the Closing Date with the same effect as though made at such time, except for changes expressly contemplated by this Agreement and except for any particular representation or warranty that specifically addresses matters only as of a particular date (which shall remain true as of such date).

Appears in 1 contract

Samples: Acquisition Agreement (Flowers Foods Inc)

Representations True at Closing. The representations and warranties made by the Acquired Company and Xxxxxx to the Purchaser Companies and the Shareholders to Parent and Merger Sub in this Agreement that are qualified by materiality shall be true and correct, and the representations and warranties of the Acquired Company Companies to the Purchaser Parent and the Merger Sub contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the Closing Date with the same effect as though made at such time, except for changes expressly contemplated by this Agreement and except for any particular representation or warranty that specifically addresses matters only as of a particular date (which shall remain true as of such date).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flowers Foods Inc)

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