Common use of Truthfulness of Representations Clause in Contracts

Truthfulness of Representations. Seller's representations and warranties set forth in this Agreement are true, complete and correct in all material respects on and as of the Closing. If Buyer or Buyer's Related Parties (as "Related Parties" are defined in Section 12.1) has actual knowledge that any representation or warranty of Seller is not true, complete and correct in any material respect as of the Closing and does not elect to cancel the Agreement as permitted by this Section 5.1, then the representation or warranty will be deemed to have been amended to conform to the knowledge of Buyer.

Appears in 1 contract

Samples: Purchase Agreement (Talley Industries Inc)

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Truthfulness of Representations. SellerBuyer's representations and warranties set forth in this Agreement are true, complete and correct in all material respects on and as of the Closing. If Buyer Seller or Buyerany of Seller's Related Parties (as "Related Parties" are defined in Section 12.1) has actual knowledge that any representation or warranty of Seller Buyer is not true, complete and correct in any material respect as of the Closing and does not elect to cancel the Agreement as permitted by this Section 5.15.3, then the representation or warranty will be deemed to have been amended to conform to the knowledge of BuyerSeller.

Appears in 1 contract

Samples: Purchase Agreement (Talley Industries Inc)

Truthfulness of Representations. Seller's ’s representations and warranties set forth in this Agreement (as modified by any Exception to Warranty Notice for which Buyer has not terminated or been deemed to have terminated this Agreement under Section 7.1(e)) are true, complete and correct in all material respects on and as of the Closing. If Buyer or Buyer's Related Parties (as "Related Parties" are defined in Section 12.1) has actual knowledge that any representation or warranty of Seller is not true, complete and correct in any material respect as of the Closing and does not elect to cancel the Agreement as permitted by this Section 5.1, then the representation or warranty will be deemed to have been amended to conform to the knowledge of Buyer.

Appears in 1 contract

Samples: Purchase Agreement (Apollo Group Inc)

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Truthfulness of Representations. Seller's representations and warranties set forth in this Agreement are true, complete and correct in all material respects on and as of the Closing. If Closing provided, however, that if Buyer or Buyer's Related Parties (as "Related Parties" are defined in Section 12.1) has receives actual knowledge that any representation or warranty of Seller in Section 7.1(c) is not true, complete and correct in any material respect as of the Closing and does not elect to cancel the Agreement as permitted by this Section 5.1, then the representation or warranty will be deemed to have been amended to conform to the knowledge of Buyer.

Appears in 1 contract

Samples: Final Draft Purchase and Sale Agreement

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