Common use of Representations, Warranties and Covenants of Buyer Clause in Contracts

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except as otherwise contemplated hereby, and except to the extent that such representations and warranties expressly make reference to a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true as of the specified date. Sellers shall have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition set forth in this Section 6.1.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Studio Ii Brands Inc), Stock Purchase Agreement (Studio Ii Brands Inc)

AutoNDA by SimpleDocs

Representations, Warranties and Covenants of Buyer. Buyer shall will have complied in all material respects with all of its agreements and covenants contained herein required to be complied with performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall will be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and except (b) to the extent that such representations and warranties expressly make reference to 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 as of the specified date). Sellers shall Seller will have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition conditions set forth in this Section 6.110.1.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aetrium Inc), Asset Purchase Agreement (Aetrium Inc)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at performed on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be (a) true and correct on and as of the date hereof and (b) true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except as otherwise contemplated hereby, and except to the extent that such representations and warranties expressly make reference to were made as of a specified date date, and as to such representations and warranties the same shall continue on the Closing Date to have been true and correct in all material respects as of the specified date. Sellers shall have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition set forth in is this Section 6.110.1.

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (Atmos Energy Corp), Asset Sale and Purchase Agreement (Southwestern Energy Co)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except as otherwise contemplated hereby, and except to the extent that such representations and warranties expressly make reference to a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true as of the specified date. Sellers shall have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition set forth in this Section 6.17.1.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Suite 101 Com Inc), Stock Purchase Agreement (Suite 101 Com Inc)

Representations, Warranties and Covenants of Buyer. Buyer shall will have complied in all material respects with all of its agreements and covenants contained herein required to be complied with performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall will be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and except (b) to the extent that such representations and warranties expressly make reference to 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 as of the specified date). Sellers shall Seller will have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition conditions set forth in this Section 6.17.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aetrium Inc)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (i) as otherwise contemplated hereby, and except (ii) to the extent that such representations and warranties expressly make reference to 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. Sellers shall have received a certificate executed by or on behalf of Buyer (the “Buyer’s Certificate”), dated as of the Closing Date and signed by an officer of BuyerDate, certifying as to the fulfillment of the condition conditions set forth in this Section 6.17.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (Inverness Medical Innovations Inc)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except as otherwise contemplated hereby, and except to the extent that such representations and warranties expressly make reference to a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true as of the specified date. Sellers Seller shall have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition set forth in this Section 6.1Paragraph 7.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bonso Electronics International Inc)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all each of its agreements and covenants contained herein required to be complied with at performed on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (i) as otherwise expressly contemplated hereby, hereby and except (ii) to the extent that such representations and warranties expressly make reference to 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 as of the specified date. Sellers Seller shall have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of BuyerDate, certifying as to the fulfillment of the condition conditions set forth in this Section 6.17.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alvey Systems Inc)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at performed on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except as otherwise contemplated hereby, and except to the extent that such representations and warranties expressly make reference to were made as of a specified date date, and as to such representations and warranties the same shall continue on the Closing Date to have been true and correct in all material respects as of the specified date. Sellers Seller shall have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition conditions set forth in this Section 6.110.1 (the “Buyer’s Closing Certificate”).

Appears in 1 contract

Samples: Stock Sale and Purchase Agreement (Southwestern Energy Co)

Representations, Warranties and Covenants of Buyer. Buyer shall will have complied in all material respects with all of its agreements and covenants contained herein required to be complied with performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall will be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and except (b) to the extent that such representations and warranties expressly make reference to 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 as of the specified date). Sellers shall Seller will have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition conditions set forth in this Section 6.19.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aetrium Inc)

AutoNDA by SimpleDocs

Representations, Warranties and Covenants of Buyer. Buyer shall will have complied in all material respects with all of its agreements and covenants contained herein required to be complied with performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall will be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and except (b) to the extent that such representations and warranties expressly make reference to 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 as of the specified date). Sellers shall Seller will have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of BuyerBuyer reasonably acceptable to Seller, certifying as to the fulfillment of the condition conditions set forth in this Section 6.19.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aetrium Inc)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except as otherwise contemplated hereby, and except to the extent that such representations and warranties expressly make reference to a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true as of the specified date. Sellers shall have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition set forth in this Section 6.17.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cannaisseur Group Inc.)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true true, complete, and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except as otherwise contemplated hereby, and except to the extent that such representations and warranties expressly make reference to a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true true, complete, and correct as of the specified date. Sellers shall have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition set forth in this Section 6.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (VCG Holding Corp)

Representations, Warranties and Covenants of Buyer. Buyer shall will have complied in all material respects with all of its agreements and covenants contained herein required to be complied with performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall will be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and except (b) to the extent that such representations and warranties expressly make reference to 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 as of the specified date). Sellers shall Seller will have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition conditions set forth in this Section 6.18.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (Discus Acquisition Corp)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at performed on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein in the aggregate shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and except (b) to the extent that any such representations and warranties expressly make reference to 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. Sellers shall have received a certificate of Buyer, dated as For purposes of the Closing Date preceding sentence, specific material adverse effect and signed by an officer of Buyer, certifying as to the fulfillment of the condition set forth materiality qualifiers contained in this Section 6.1individual representations and warranties shall be disregarded.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Digital Solutions Inc)

Representations, Warranties and Covenants of Buyer. Buyer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except as otherwise contemplated hereby, and except to the extent that such representations and warranties expressly make reference to a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true as of the specified date. Sellers Seller shall have received a certificate of Buyer, dated as of the Closing Date and signed by an officer of Buyer, certifying as to the fulfillment of the condition set forth in this Section 6.1Paragraph 7.

Appears in 1 contract

Samples: Stock Purchase Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!