REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Seller contained in this Agreement and the Ancillary Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Siebert Financial Corp), Asset Purchase Agreement (Siebert Financial Corp)
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Seller Purchaser contained in this Agreement and the Ancillary DocumentsAgreement, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them it on or prior to the Closing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digital Power Corp), Securities Purchase Agreement (Digital Power Corp)
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Seller Parent contained in this Agreement and the Ancillary DocumentsAgreement, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them it on or prior to the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Siebert Financial Corp), Asset Purchase Agreement (Siebert Financial Corp)
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Seller contained in this Agreement and and/or the Ancillary Documentsother Transaction Documents to which it is a Party, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vista Holding Group, Corp.), Asset Purchase Agreement (AMERICAN CRYOSTEM Corp)
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Company and the Seller contained in this Agreement and and/or the Ancillary Documents, taken together with the Exhibits and Schedules attached hereto, other Transaction Documents shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, and shall also be true and correct in all material respects on and as of the Closing closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other Transaction Documents to be performed or complied with by each of them on or prior to the Closing Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Seller Purchaser contained in this Agreement and and/or the Ancillary other Transaction Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other Transaction Documents to be performed or complied with by each of them it on or prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vista Holding Group, Corp.)
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Seller Company and Shareholder contained in this Agreement and and/or the Ancillary Documentsother related transaction documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other related transaction documents to be performed or complied with by each of them it on or prior to the Closing Date.
Appears in 1 contract
Samples: Share Acquisition Agreement (Intelligent Highway Solutions, Inc.)
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of SSRG and the Seller Parent contained in this Agreement and and/or the Ancillary Documentsother Transaction Documents to which it is a Party, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and SSRG and the Seller Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Company and the Seller contained in this Agreement and and/or the Ancillary other Transaction Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other Transaction Documents to be performed or complied with by each of them on or prior to the Closing Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Seller Company contained in this Agreement and and/or the Ancillary Documentsother Transaction Documents to which it is a Party, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.
Appears in 1 contract