Representations, Warranties and Covenants of Buyer. Buyer will have complied in all material respects with all of its agreements and covenants contained herein to be performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein 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 (b) to the extent that such representations and warranties were made as of a specified date (and as to such representations and warranties the same continue on the Closing Date to have been true as of the specified date). 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 conditions set forth in this Section 10.1.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aetrium Inc), Asset Purchase Agreement (Aetrium Inc)
Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein required to be performed complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (b) except to the extent that such representations and warranties were made as of 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). Seller will 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 conditions condition set forth in this Section 10.17.1.
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 will shall have complied in all material respects with all of its agreements and covenants contained herein to be performed at on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (a) as otherwise contemplated hereby, and (b) to the extent that such representations and warranties 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). Seller will 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 conditions condition set forth in is this Section 10.1.
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement (Southwestern Energy Co), Asset Sale and Purchase Agreement (Atmos Energy Corp)
Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein required to be performed complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (b) except to the extent that such representations and warranties were made as of 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). Seller will 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 conditions condition set forth in this Section 10.17.1.
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Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein to be performed at on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (b) 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). Seller will 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 conditions set forth materiality qualifiers contained in this Section 10.1individual 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 will have complied in all material respects with all of its agreements and covenants contained herein to be performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein 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 (b) to the extent that such representations and warranties were made as of a specified date (and as to such representations and warranties the same continue on the Closing Date to have been true as of the specified date). 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 conditions set forth in this Section 10.17.1.
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Representations, Warranties and Covenants of Buyer. Buyer will have complied in all material respects with all of its agreements and covenants contained herein to be performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein 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 (b) to the extent that such representations and warranties were made as of a specified date (and as to such representations and warranties the same continue on the Closing Date to have been true as of the specified date). 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 conditions set forth in this Section 10.18.1.
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Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein required to be performed complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (b) except to the extent that such representations and warranties were made as of 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). Seller will 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 conditions condition set forth in this Section 10.1Paragraph 7.1.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bonso Electronics International Inc)
Representations, Warranties and Covenants of Buyer. Buyer will have complied in all material respects with all of its agreements and covenants contained herein to be performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein 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 (b) to the extent that such representations and warranties were made as of a specified date (and as to such representations and warranties the same continue on the Closing Date to have been true as of the specified date). 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 conditions set forth in this Section 10.19.1.
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Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein required to be performed complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (b) except to the extent that such representations and warranties were made as of 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). Seller will 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 conditions condition set forth in this Section 10.16.1.
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Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all each of its agreements and covenants contained herein to be performed at on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (ai) as otherwise expressly contemplated hereby, hereby and (bii) to the extent that 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 as of the specified date). Seller will 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 conditions set forth in this Section 10.17.02.
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Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein required to be performed complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (a) as otherwise contemplated hereby, and (b) except to the extent that such representations and warranties were made as of 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). 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 conditions set forth in this Section 10.1.
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Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein to be performed at on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (a) as otherwise contemplated hereby, and (b) to the extent that such representations and warranties 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). Seller will 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 conditions set forth in this Section 10.110.1 (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 will have complied in all material respects with all of its agreements and covenants contained herein to be performed at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein 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 (b) to the extent that such representations and warranties were made as of a specified date (and as to such representations and warranties the same continue on the Closing Date to have been true as of the specified date). 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 conditions set forth in this Section 10.19.1.
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Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein required to be performed complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (b) except to the extent that such representations and warranties were made as of 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). Seller will 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 conditions condition set forth in this Section 10.16.1.
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Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein to be performed at complied with on or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (ai) as otherwise contemplated hereby, and (bii) to the extent that 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). Seller will 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 conditions set forth in this Section 10.17.1.
Appears in 1 contract
Samples: Stock Purchase Agreement (Inverness Medical Innovations Inc)
Representations, Warranties and Covenants of Buyer. Buyer will shall have complied in all material respects with all of its agreements and covenants contained herein required to be performed complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein will 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 (b) except to the extent that such representations and warranties were made as of 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). Seller will 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 conditions condition set forth in this Section 10.1.Paragraph 7.1. 7.2
Appears in 1 contract
Samples: Stock Purchase Agreement