Common use of Truth of Representations and Warranties Clause in Contracts

Truth of Representations and Warranties. The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 13 contracts

Samples: Agreement and Plan of Reorganization (Apptigo International, Inc.), Agreement and Plan of Acquistion (Jupiter Global Holdings Corp), Agreement and Plan of Acquistion (Livestar Entertainment Group Inc)

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Truth of Representations and Warranties. The representations and warranties made by the Purchaser Company and Shareholders in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 11 contracts

Samples: Share Exchange Agreement (Paloma Enterprises, Inc.), Share Exchange Agreement (Paloma Enterprises, Inc.), Acquisition Agreement (Perfisans Holdings Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Company and Sellers in this Agreement or given on its or their behalf hereunder hereunder, shall be substantially accurate in all material respects true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 4 contracts

Samples: Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Tower Systems Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Global E Tutor Inc), Stock Exchange Agreement (Ishopper Com Inc), Stock Exchange Agreement (Ishopper Com Inc)

Truth of Representations and Warranties. The representations and warranties made by the of Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Ems Find, Inc.), Stock Purchase Agreement (Hybrid Technologies Inc.), Stock Purchase Agreement (Mikron Instrument Co Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Private Company and the Shareholders in this Agreement or given on its their behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Netvoice Technologies Corp), Agreement and Plan of Reorganization (Paystar Communications Corp), .01 Agreement (Consolidated Energy Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Company in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 4 contracts

Samples: Agreement and Plan of Acquistion (Livestar Entertainment Group Inc), Agreement and Plan of Merger (Liberator Medical Holdings, Inc.), Agreement and Plan of Acquistion (Jupiter Global Holdings Corp)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of such date, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Appears in 3 contracts

Samples: Stock Purchase Agreement (National Fiberstok Corp), Stock Purchase Agreement (National Fiberstok Corp), Stock Purchase Agreement (National Fiberstok Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Company and the Shareholders in this Agreement or given on its their behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 3 contracts

Samples: Stock Exchange Agreement (Ishopper Com Inc), Stock Exchange Agreement (Ishopper Com Inc), Stock Exchange Agreement (Ishopper Com Inc)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of such date, and Purchaser shall have delivered to the Shareholder a certificate, dated the Closing Date, to such effect.

Appears in 3 contracts

Samples: Securities Exchange Agreement (Brighton Technologies Corp), Securities Exchange Agreement (Glengarry Holdings LTD), Securities Exchange Agreement (Global Itechnology Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Sellers in this Agreement or given on its their behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 2 contracts

Samples: Asset Purchase and Debt Settlement Agreement (Paystar Corp), Asset Purchase Agreement (Paystar Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Creditor in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 2 contracts

Samples: Stock Purchase and Debt Settlement Agreement (Paystar Corp), Stock Purchase and Debt Settlement Agreement (Paystar Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Buyer contained in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects true and correct as of the date of this Agreement and on and as of the Closing Date with the same effect as though such (other than those representations or warranties that expressly relate to an earlier date, which representations and warranties had been made or given on shall be true and correct as of the Closing Datesuch earlier date).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.), Asset Purchase Agreement (NexCen Brands, Inc.)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser Purchasers contained in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of such date, and the Purchasers shall have delivered to the Seller an officer's certificate, dated the Closing Date, to such effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Outsourcing Solutions Inc), Stock Purchase Agreement (Outsourcing Solutions Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date, except for those representations and warranties that are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects.

Appears in 2 contracts

Samples: HTM Merger Agreement, Agreement (Serino 1, Corp.)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser in this Agreement or given on its behalf hereunder Buyer contained herein shall be substantially true and accurate in all material respects on respects, in each case at and as of the date of this Agreement and as of the Closing Date with (except to the same effect as though such representations and warranties had been made extent a representation or given on and warranty speaks specifically as of an earlier date or as expressly provided for in this Agreement), and the Buyer shall have delivered to the Company a certificate dated the Closing Date, to such effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Advantage Corp), Agreement and Plan of Merger (LOCAL.COM)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser Sellers contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (WSMP Inc), Purchase Agreement (Outsourcing Solutions Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Buyer in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Safety Kleen Corp/), Stock Purchase Agreement (Safety Kleen Corp/)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 2 contracts

Samples: Share Purchase Agreement (Given Imaging LTD), Stock Purchase Agreement (NPR Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Parent Company and the Buyer in this Agreement or given on its their behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Paystar Corp), Acquisition Agreement (Paystar Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Seller in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paystar Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser in this the Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 1 contract

Samples: Stock for Stock Acquisition Agreement (Global Seafood Technologies Inc)

Truth of Representations and Warranties. The representations and warranties made by the of Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.such date. (b)

Appears in 1 contract

Samples: Asset Purchase Agreement

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Purchasers contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects (to the extent any such representation and warranty is not already qualified by materiality) on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date, and Purchasers shall have delivered to Seller on the Closing Date a certificate of an authorized officer of each Purchaser, dated the Closing Date, to such effect.

Appears in 1 contract

Samples: Purchase Agreement (Foster Wheeler Corp)

Truth of Representations and Warranties. The representations and ------------------------------------------ warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rascals International Inc)

Truth of Representations and Warranties. The Each of the --------------------------------------- representations and warranties made by the Purchaser Buyer in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aviation Sales Co)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Buyer contained in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects true and correct on the date hereof and on and as of the Closing Date with the same effect as though made on and as of such date, except for representations and warranties expressly made only as of a specific date, except for breaches of such representations and warranties had been made which, individually or given on and as of in the Closing Dateaggregate, would not have or reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (RenPac Holdings Inc.)

Truth of Representations and Warranties. The representations and warranties made by the of Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Asset Purchase Agreement (4Licensing Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Buyer in this Purchase Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Castle Energy Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all a material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Paystar Communications Corp)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date other than such representatives and warranties made as of a specific date, which shall be true and correct in all material respects as of such date, with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Physician Partners Inc)

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Truth of Representations and Warranties. The representations represen-tations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Total Film Group Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Buyer contained in this Agreement or given on its behalf hereunder shall have been true and correct as of the date of this Agreement and shall be substantially accurate in all material respects on true and correct as of the Closing Date in all material respects with the same force and effect as though if such representations and warranties had been made or given on and as of the such Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (mCloud Technologies Corp.)

Truth of Representations and Warranties. The representations and warranties made by the of Purchaser contained in this Agreement or given on its behalf hereunder in any Ancillary Document shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Technology Systems International Inc /Fl/)

Truth of Representations and Warranties. The representations and warranties made by each of the Purchaser Sellers in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paystar Communications Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser Sellers in this Purchase Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Castle Energy Corp)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct on and as of such Closing Date other than such representatives and warranties made as of a specific date, which shall be true and correct in all material respects on and as of the Closing Date such date, with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Banque Paribas)

Truth of Representations and Warranties. The representations --------------------------------------- and warranties made by the Purchaser of Purchasers contained in this Agreement or given on its behalf hereunder in any Ancillary Document shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advantage Opportunity Corp.)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Purchasers contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harvest Capital Corp)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Buyer contained in this Agreement and in any exhibit or given on its behalf hereunder other document delivered pursuant hereto shall be substantially accurate in all material respects true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tib Financial Corp)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser and Acquisition contained in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of such date, and the Purchaser shall have delivered to the Company a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Samples: Merger Agreement (Interactive Magic Inc /Md/)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on both when made and as of the Closing Date with (except to the same effect as though extent any such representations and warranties had been representation or warranty is, by its terms, made or given on and as of a specified date, in which case the Closing Dateaccuracy of such representation or warranty will be determined as of such date), and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Foundation Building Materials, Inc.)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Buyer contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and complete in all material respects on and as of the Closing Date Date, with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateif then made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectrasite Holdings Inc)

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser contained in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of such date, and Purchaser shall have delivered to Stockholder a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Indenet Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Purchasers contained in this Agreement or given on its behalf hereunder in any Ancillary Document shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Stock Purchase Agreement

Truth of Representations and Warranties. The representations and warranties made by of the Purchaser Purchasers contained in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Datesuch date.

Appears in 1 contract

Samples: Purchase Agreement (Outsourcing Solutions Inc)

Truth of Representations and Warranties. The representations and warranties made by Purchaser and the Purchaser Subsidiary in this Agreement or given on its their behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paystar Corp)

Truth of Representations and Warranties. The representations and warranties made by Parent Company and the Purchaser Buyer in this Agreement or given on its their behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date closing date with the same effect as though such representations and warranties had been made or given on and as of the Closing Dateclosing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paystar Corp)

Truth of Representations and Warranties. The Purchaser's representations and warranties made by the Purchaser contained in this Agreement or given on its behalf hereunder agreement shall be substantially accurate true in all material respects on and as of the Closing Date (except for representations and warranties made with respect to a specific date other than the Closing Date which shall be true in all material respects on and as of such date) with the same effect as though such the representations and warranties had been were made or given on and as of the Closing Date.

Appears in 1 contract

Samples: Global Agreement (National Techteam Inc /De/)

Truth of Representations and Warranties. The representations Each representation and warranties warranty made by the Purchaser Buyer in this Agreement or given on its behalf hereunder shall be substantially accurate true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations representation and warranties warranty had been made or given on and as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Seec Inc)

Truth of Representations and Warranties. The representations and warranties made by the Purchaser of Buyers contained in this Agreement or given on its behalf hereunder shall have been true and correct in all material respects as of the date of this Agreement and shall be substantially accurate true and correct in all material respects on and as of the Closing Date Date, with the same effect as though such representations and warranties had been made or given on and as of the Closing Date, except that those representations and warranties that by their terms are qualified by materiality shall be true and correct in all respects.

Appears in 1 contract

Samples: Agreement for Purchase And (Quest Resource Corp)

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