Common use of Accuracy of Representations and Warranties Clause in Contracts

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer in this Agreement and/or in the written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such dates.

Appears in 2 contracts

Sources: Settlement of Debts and Asset Purchase Agreement (Famous Fixins Inc), Settlement of Debts and Asset Purchase Agreement (Famous Fixins Inc)

Accuracy of Representations and Warranties. All The representations and warranties made by the Buyer of Sellers contained in this Agreement and/or or in the written statement any certificate or document delivered by the Buyer under this Agreement to Buyers pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on at and as of such datesthat date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Appears in 2 contracts

Sources: Asset Purchase Agreement (GHS Inc), Asset Purchase Agreement (Health Management Systems Inc)

Accuracy of Representations and Warranties. All Except for changes contemplated or permitted by this Agreement, the representations and warranties made by the Buyer of BUYER included in this Agreement and/or and in the written statement any Exhibit or other document delivered by the Buyer under this Agreement BUYER pursuant hereto, shall be true and correct in all material respects on and as of the Closing Date with the same effect as though through such representations and warranties were are being been made on and as of such datesdate. SELLER in its sole discretion, shall have the right to waive or defer compliance by BUYER in writing at Closing with any representation or warranty.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Valiant Health Care, Inc.), Asset Purchase Agreement (Willing Holding, Inc.)

Accuracy of Representations and Warranties. All of the representations and warranties made by the Buyer Seller in this Agreement and/or in the written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date (except as though such representations and warranties were made on and as of such datesexpressly contemplated or permitted by this Agreement).

Appears in 2 contracts

Sources: Asset Purchase Agreement (Multi Link Telecommunications Inc), Asset Purchase Agreement (Multi Link Telecommunications Inc)

Accuracy of Representations and Warranties. All representations and warranties made by Seller and the Buyer Shareholders in this Agreement Agreement, in any Schedule(s) hereto, and/or in the any written statement delivered by the to Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 2 contracts

Sources: Purchase and Sale of Assets Agreement (Megamedia Networks Inc), Purchase and Sale of Assets Agreement (Megamedia Networks Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer in this Agreement and/or in the any written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 2 contracts

Sources: Stock Purchase and Restructuring Agreement (Bcam International Inc), Purchase and Sale Agreement (Bcam International Inc)

Accuracy of Representations and Warranties. All The representations and warranties made by the of Buyer in this Agreement and/or or in the written statement delivered by the Buyer under this Agreement any Transaction Document shall be true and correct in all material respects on accurate at and as of Closing with the Closing Date same effect as though such representations and warranties were if made on at and as of such datesClosing, except for changes permitted or contemplated by this Agreement.

Appears in 2 contracts

Sources: Asset Purchase Agreement (LSB Industries Inc), Asset Purchase Agreement (LSB Industries Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer in this Agreement and/or in the any written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 2 contracts

Sources: Purchase and Sale of Assets Agreement (Megamedia Networks Inc), Purchase and Sale of Assets Agreement (Megamedia Networks Inc)

Accuracy of Representations and Warranties. All The ------------------------------------------ representations and warranties made by the of Buyer contained in this Agreement and/or or in the written statement any certificate delivered by the Buyer under this Agreement to Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on at and as of that date (except where such dates.representation and warranty is made as of a date specifically set forth therein), and Buyer shall have delivered to Seller a certificate to that effect;

Appears in 2 contracts

Sources: Asset Purchase Agreement (Hollywood Park Inc/New/), Asset Purchase Agreement (Hollywood Park Inc/New/)

Accuracy of Representations and Warranties. All The representations and warranties made by the Buyer of Seller in this Agreement and/or or in the written statement delivered by the Buyer under this Agreement any Transaction Document shall be true and correct in all material respects on accurate at and as of Closing with the Closing Date same effect as though such representations and warranties were if made on at and as of such datesClosing, except for changes permitted or contemplated by this Agreement.

Appears in 2 contracts

Sources: Asset Purchase Agreement (LSB Industries Inc), Asset Purchase Agreement (LSB Industries Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer Seller in this Agreement and/or or in the any written statement that shall be delivered by the to Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Rimage Corp), Asset Purchase Agreement (Rimage Corp)

Accuracy of Representations and Warranties. All The representations and warranties made by the of Buyer contained in this Agreement and/or or in the written statement any certificate delivered by the Buyer under this Agreement to Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on at and as of that date (except where such dates.representation and warranty is made as of a date specifically set forth therein), and Buyer shall have delivered to Seller a certificate to that effect;

Appears in 2 contracts

Sources: Asset Purchase Agreement (Penn National Gaming Inc), Asset Purchase Agreement (Penn National Gaming Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer Seller in this Agreement Agreement, in any schedule(s) hereto, and/or in the any written statement delivered by to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such dates.

Appears in 2 contracts

Sources: Settlement of Debts and Asset Purchase Agreement (Famous Fixins Inc), Settlement of Debts and Asset Purchase Agreement (Famous Fixins Inc)

Accuracy of Representations and Warranties. All Each of the representations and warranties made by the Buyer of Seller contained in this Agreement and/or or in the written statement any other document or agreement referenced in this Agreement and signed or delivered by the Buyer under this Agreement or on behalf of Seller shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date as though such representations and warranties were made on and as of such datesDate.

Appears in 1 contract

Sources: Asset Purchase Agreement (Spansion Inc.)

Accuracy of Representations and Warranties. All The representations and warranties made by of the Buyer Seller set out in this Agreement and/or in the written statement delivered by the Buyer under this Agreement shall be true true, accurate and correct in all material respects on and not misleading as of at the Closing Date as though such representations with reference to the facts and warranties were made on and as of such datescircumstances then existing.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Rubicon Minerals Corp)

Accuracy of Representations and Warranties. All of the representations and warranties made by the Buyer of Seller contained in this Agreement and/or or in the written statement delivered by the Buyer under this Agreement any Ancillary Seller Document shall be true and correct in all material respects on and as of the Closing Date as though made at that time, except where such representations failure to be true and warranties were made correct shall not result in a material adverse effect on and as of such datesthe Business, the Business Assets, or the Seller’s ability to consummate the transactions set forth in this Agreement.

Appears in 1 contract

Sources: Purchase and Sale Agreement (North American Scientific Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer contained in this Agreement and/or or in the any written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations repre sentations and warranties were made on and as of such datesthat date.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Us Electricar Inc)

Accuracy of Representations and Warranties. All The representations and warranties made by the Buyer of Seller contained in this Agreement and/or or in the written statement any Seller Document or closing certificate delivered by the to Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on at and as of the Closing Date as though made at and as of that time other than such representations and warranties were as are specifically made on and as of such datesanother date, and Seller shall have delivered to Buyer a certificate to that effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Greenman Technologies Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer Seller in this Agreement and/or or any schedule or exhibit hereto or in the written statement delivered any certificate or other document furnished by the Buyer under Seller pursuant to this Agreement shall be are true and correct in all material respects on and as of the date hereof, and Seller has performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing Date as though such representations and warranties were made on and as of such datesDate.

Appears in 1 contract

Sources: Asset Purchase Agreement (Applebees International Inc)

Accuracy of Representations and Warranties. All The representations and warranties made by of the Buyer Seller contained in this Agreement and/or or in the written statement any Seller Document or closing certificate delivered by to the Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on at and as of the Closing Date as though made at and as of that time other than such representations and warranties were as are specifically made on and as of such datesanother date, and the Seller shall have delivered to the Buyer a certificate to that effect.

Appears in 1 contract

Sources: Equipment Purchase Agreement (AMERICAN POWER GROUP Corp)

Accuracy of Representations and Warranties. All representations and warranties made by Seller and the Buyer Owners contained in this Agreement and/or or in the any agreement or written statement delivered by Seller or any of the Buyer under Owners to Purchaser pursuant to this Agreement that are qualified as to materiality will be true and correct in all respects and those not so qualified shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 1 contract

Sources: Asset Purchase Agreement (National Medical Health Card Systems Inc)

Accuracy of Representations and Warranties. All The representations and warranties made by the Buyer of Seller contained in this Agreement and/or Agreement, in the written statement Disclosure Schedule or in any closing certificate or document delivered by the to Fiserv and Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on at and as of the date of this Agreement and shall be true and correct at and as of the Closing Date as though made at and as of that time other than such representations and warranties were as are specifically made on and as of such datesanother date, and the Company and Seller shall each have delivered to Fiserv and Buyer certificates to that effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (First Interstate Bancsystem Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer Purchaser in this Agreement and/or in the any written statement delivered by the Buyer Purchaser under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 1 contract

Sources: Asset Purchase Agreement (Greenman Technologies Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the of Buyer or its permitted assignee contained in this Agreement and/or (and any document delivered in the written statement delivered by the Buyer under this Agreement connection herewith) shall be true and correct complete in all material respects on at and as of the Closing Date as though such representations and warranties were made on at and as of such datesthat time and Seller shall have received a certificate, executed on behalf of Buyer or its permitted assignee by an officer thereof, to that effect.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Hispanic Television Network Inc)

Accuracy of Representations and Warranties. All The representations and warranties of Seller and Selling Member made by the Buyer in this Agreement and/or in Agreement, the written statement delivered by the Buyer under this Agreement Transaction Documents, and any Schedules or certificates furnished pursuant hereto or thereto shall be true true, complete and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of such datesthe Closing Date.

Appears in 1 contract

Sources: Asset Purchase Agreement (American Tonerserv Corp.)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer Seller in this Agreement and/or that are qualified as to materiality and the representations made by Seller in the written statement delivered Section 4.1 shall be true and correct in all respects, and all other representations and warranties made by the Buyer under Seller in this Agreement shall be true and correct in all material respects respects, on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 1 contract

Sources: Stock Purchase Agreement (Perkinelmer Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer Seller in this Agreement Agreement, in any Schedule(s) hereto, and/or in the any written statement delivered by to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such dates.

Appears in 1 contract

Sources: Asset Purchase Agreement (Playorena Inc)

Accuracy of Representations and Warranties. All Except as specifically permitted by this Agreement, all representations and warranties made by the Buyer Seller and ▇▇▇▇▇ ▇▇▇▇ in this Agreement and/or the Investor Representation Agreement or in the any written Schedule or statement delivered to Buyer by the Buyer Seller or ▇▇▇▇▇ ▇▇▇▇ under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Kingdom Ventures Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer in this Agreement and/or in the written statement delivered by the Buyer or Buyer under this Agreement shall be true and correct in all material respects on and as of each of the Closing Date as though such representations and warranties were made on and as of such dates.

Appears in 1 contract

Sources: Asset Purchase Agreement (Playorena Inc)

Accuracy of Representations and Warranties. All warranties and representations and warranties made by the Buyer Seller in this Agreement and/or Agreement, or in any schedule, exhibit, document or certificate furnished to Purchaser in connection with the written statement delivered transactions contemplated by the Buyer under this Agreement Agreement, shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesDate.

Appears in 1 contract

Sources: Asset Purchase Agreement (Diagnostic Retrieval Systems Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer in this Agreement and/or in the written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of that date (except those representations and warranties made as of a specified date, which shall be so true and correct as of such datesspecified date).

Appears in 1 contract

Sources: Securities Purchase Agreement (Debt Resolve Inc)

Accuracy of Representations and Warranties. All The representations and warranties made by the of Buyer contained in this Agreement and/or or in the written statement any Buyer Document or closing certificate delivered by the Buyer under this Agreement to Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that date, other than such representations and warranties were as are specifically made on and as of such datesanother date, and Buyer shall have delivered to Seller a certificate to that effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Greenman Technologies Inc)

Accuracy of Representations and Warranties. All Each of the representations and warranties made by the Buyer Purchaser in this Agreement and/or and in each of the written statement other agreements and instruments delivered to Seller in connection with the transactions contemplated by the Buyer under this Agreement shall be true and correct have been accurate in all material respects on as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as though such representations and warranties were if made on and as of such datesthe Closing Date except for items specifically permitted by this Agreement or consented to in writing by Seller.

Appears in 1 contract

Sources: Asset Purchase Agreement (Terayon Communication Systems)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer Seller and the Owners contained in this Agreement and/or or in the any agreement or written statement delivered by the Buyer under Seller or any of the Owners to the Purchaser pursuant to this Agreement that are qualified as to materiality will be true and correct in all respects and those not so qualified shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 1 contract

Sources: Asset Purchase Agreement (National Medical Health Card Systems Inc)

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties made by the Buyer in this Agreement and/or or in the any written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Appears in 1 contract

Sources: Agreement of Purchase and Sale of Assets (Summit Care Corp)

Accuracy of Representations and Warranties. All Except as specifically permitted by this Agreement, all representations and warranties made by Seller and the Buyer Sole Shareholder in this Agreement and/or or in the any written Schedule or statement delivered to Purchaser by Seller and the Buyer Sole Shareholder under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Appears in 1 contract

Sources: Asset Purchase Agreement (Research Engineers Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer Seller contained in this Agreement and/or or in the any written statement delivered by the Buyer Seller under this Agreement shall be true and correct true, in all material respects respects, on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 1 contract

Sources: Asset Purchase Agreement (Dynatec International Inc)

Accuracy of Representations and Warranties. All of the representations and warranties made by the Buyer Seller in this Agreement and/or in the written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date (except as though such representations and warranties were made on and as of such datesexpressly contemplated or permitted by this Agreement).

Appears in 1 contract

Sources: Partnership Interest Purchase Agreement (New Frontier Energy Inc)

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties made by the Buyer Sellers in this Agreement and/or or in the any agreement or in any written statement that is delivered by to the Buyer under Purchaser pursuant to this Agreement shall will be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 1 contract

Sources: Asset Purchase Agreement (Amedisys Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer Selling Parties in this Agreement and/or or in the any written statement that shall have been delivered to Buyer by the Buyer Selling Parties under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Appears in 1 contract

Sources: Asset Purchase Agreement (Mobile Mini Inc)

Accuracy of Representations and Warranties. All Each of the representations and warranties made by the Buyer Seller in this Agreement and/or and in each of the written statement other agreements and instruments delivered to Purchaser in connection with the transactions contemplated by the Buyer under this Agreement shall be true and correct have been accurate in all material respects on as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as though such representations and warranties were if made on and as of such datesthe Closing Date except for items specifically permitted by this Agreement or consented to in writing by Purchaser (without giving effect to any update to the Disclosure Schedule).

Appears in 1 contract

Sources: Asset Purchase Agreement (Terayon Communication Systems)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer of Seller contained in this Agreement and/or or in the written statement any document delivered by the Buyer under this Agreement pursuant hereto shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Centura Software Corp)

Accuracy of Representations and Warranties. All Except as otherwise ------------------------------------------ permitted by this Agreement, all representations and warranties made by the Buyer in this Agreement and/or or in the any written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Appears in 1 contract

Sources: Agreement of Purchase and Sale of Assets (Sycamore Park Convalescent Hospital)

Accuracy of Representations and Warranties. All of the representations and warranties made by the of Buyer and Seller contained in this Agreement and/or or in the written statement delivered by the any Ancillary Buyer under this Agreement Document shall be true and correct in all material respects on and as of the Closing Date as though made at that time, except where such representations failure to be true and warranties were made correct shall not result in a material adverse effect on and as of such datesthe Buyer’s ability to consummate the transactions set forth in this Agreement.

Appears in 1 contract

Sources: Purchase and Sale Agreement (North American Scientific Inc)

Accuracy of Representations and Warranties. All representations and warranties made by of the Buyer contained in this Agreement and/or in the or any written statement delivered by the Buyer to the Sellers and the Shareholders under this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date Date, as though such representations and warranties were made on and as of such datesthat date, without giving effect to any supplement to the Schedules hereto.

Appears in 1 contract

Sources: Asset Purchase Agreement (Juliana Mining Co Inc)

Accuracy of Representations and Warranties. All The representations and warranties made by the Buyer of Sellers contained in this Agreement and/or in the written statement delivered by the Buyer under this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time, with the same effect as though made on and as of the Closing Date as though such representations and warranties were made on and as of such datesEffective Time.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Robotic Vision Systems Inc)

Accuracy of Representations and Warranties. All The representations and warranties made by the Buyer of Seller contained in this Agreement and/or or in the written statement any Seller Document or closing certificate delivered by the to Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on at and as of the Closing Date as though made at and as of that time other than such representations and warranties were as are specifically made on and as of such datesanother date, and Seller shall have delivered to Buyer a certificate to that effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Greenman Technologies Inc)

Accuracy of Representations and Warranties. All representations and warranties made by the Buyer of Seller contained in this Agreement and/or (and in the written statement any document delivered by the Buyer under this Agreement in connection herewith) shall be true and correct in all material respects on when made and at and as of the Closing Date as though made at and as of that time, and Buyer shall have received a certificate, executed by Seller, repeating, as of the Closing Date, all such representations and warranties were made on and as of such dateswarranties.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Hispanic Television Network Inc)

Accuracy of Representations and Warranties. All The ------------------------------------------ representations and warranties made by the Buyer of Sellers in this Agreement and/or Agreement, the Seller Disclosure Schedule or in the written statement any certificate executed and delivered by the Buyer under any Seller pursuant to this Agreement shall be true and correct in all material respects accurate on and as of the Closing Date with the same force and effect as though such representations and warranties were if they had been made on and as of such datesat the Closing.

Appears in 1 contract

Sources: Asset Purchase Agreement (Atpos Com Inc)

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties made by the Buyer Seller in this Agreement and/or Agreement, or in the any written statement that shall be delivered to Buyer by the Buyer it under this Agreement Agreement, shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Us Electricar Inc)

Accuracy of Representations and Warranties. All representations representations, warranties and warranties made by the Buyer statements of Seller in this Agreement and/or Agreement, or in the written statement delivered by the Buyer under any schedule or exhibit attached to this Agreement Agreement, shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Appears in 1 contract

Sources: Asset Purchase Agreement (Pc Tel Inc)