Truth of Representations and Warranties. The representations and warranties of Sellers and the Company contained in this Agreement or in any agreement, document, exhibit or schedule delivered pursuant hereto shall be true and correct in all respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Compliance Systems Corp), Stock Purchase Agreement (Compliance Systems Corp)
Truth of Representations and Warranties. The representations and warranties of Sellers Seller and the Company contained in this Agreement or in any agreement, document, exhibit or schedule delivered pursuant hereto shall be true and correct in all respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Compliance Systems Corp), Stock Purchase Agreement (Compliance Systems Corp)
Truth of Representations and Warranties. The representations and warranties of Sellers and the Company contained in this Agreement or in any agreement, document, exhibit or schedule Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Technology Systems International Inc /Fl/)
Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Seller contained in this Agreement or in any agreement, document, exhibit or schedule Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Parc Capital Corp), Stock Purchase Agreement (Irving Capital Corp)
Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Seller contained in this Agreement or in any agreement, document, exhibit or schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Penthouse International Inc), Membership Interest Purchase Agreement (Healthcare Investors of America Inc)
Truth of Representations and Warranties. The representations and warranties of Sellers and the Company contained in this Agreement or in any agreement, document, exhibit or schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
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Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Seller contained in this Agreement or shall have been true and correct in any agreement, document, exhibit or schedule delivered pursuant hereto all material respects as of the date of this Agreement and shall be 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 have had been made on and as of such date (the Closing Date, except to the extent that any such representation those representations and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty warranties that by their terms are qualified by materiality shall be true and correct as of such specified date)in all respects.
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Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Seller contained in this Agreement or and/or in any agreementexhibit, documentschedule, exhibit certificate or schedule document delivered pursuant hereto in connection herewith shall be true and correct in all material respects on the date hereof and to Seller’s Knowledge shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties have had been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
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Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Buyers contained in this Agreement or in any agreement, document, exhibit or schedule delivered pursuant hereto shall be true and correct in all respects on the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (date, except to the extent that any such representation for representations and warranty is stated in this Agreement to be warranties expressly made only as of a specific date, in which case such representation and warranty shall be true and correct as except for breaches of such specified date)representations and warranties which, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.
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Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Seller contained in this Agreement or and/or in any agreementexhibit, documentschedule, exhibit certificate or schedule document delivered pursuant hereto in connection herewith shall be true and correct in all material respects on the date hereof and to Seller’s Knowledge shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties have had been made on and as of such date date. (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified dateb).
Appears in 1 contract
Samples: Asset Purchase Agreement
Truth of Representations and Warranties. The representations and warranties of Sellers and the Company contained made by Seller in this Agreement or in any agreementgiven on its behalf, document, exhibit or schedule delivered pursuant hereto shall be true and correct 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 have had been made or given on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date)Closing Date.
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Truth of Representations and Warranties. The representations --------------------------------------- and warranties of Sellers and the Company contained in this Agreement or in any agreement, document, exhibit or schedule Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
Appears in 1 contract
Samples: Stock Purchase Agreement (Advantage Opportunity Corp.)
Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Seller contained in this Agreement or in (including any agreement, document, exhibit or schedule Schedule and Exhibit originally delivered pursuant hereto without regard to any amendment) shall be true and correct in all materials respects on and as of the Closing Date with the same effect as though such representations and warranties have been were made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
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Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Seller contained in this Agreement or in any agreement, document, exhibit or schedule delivered pursuant and the Schedules hereto shall be true true, correct and correct complete in all respects on and every detail as of the Closing Effective Date with the same force and effect as though if such representations and warranties have been were made on at and as of such date (except time with respect to the extent that any state of facts then existing and the Seller shall deliver to the Purchaser the solemn declaration of one of its officers to such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date)effect.
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Samples: Asset Purchase Agreement
Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Seller contained in this Agreement or in any agreement, document, exhibit or schedule delivered pursuant hereto herein shall be true and correct accurate in all respects on material respects, in each case at and as of the date of this Agreement and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such a representation and or warranty is stated in this Agreement to be made speaks specifically as of a specific date, another date (in which case such representation and warranty shall be true and correct accurate in all material respects as of such specified date) or as expressly provided for in this Agreement), and Seller shall have delivered to Buyer a certificate dated the Closing Date, to such effect.
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Truth of Representations and Warranties. The representations and warranties of Sellers and the Company Purchaser contained in this Agreement or in any agreement, document, exhibit or schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
Appears in 1 contract
Samples: Stock Exchange Agreement (Bikini Team International Inc)
Truth of Representations and Warranties. The representations and warranties of Sellers and the Company contained in this Agreement or in any agreement, document, exhibit or schedule Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such the closing date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date).
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