Common use of Truth of Representations and Warranties Clause in Contracts

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 3 contracts

Sources: Stock Purchase Agreement (Ems Find, Inc.), Stock Purchase Agreement (Hybrid Technologies Inc.), Stock Purchase Agreement (Zingo, Inc)

Truth of Representations and Warranties. The representations and warranties of Seller Purchaser contained in this Agreement or in any 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 had been made on and as of such datethe Closing Date, and Seller Purchaser shall have delivered to Purchaser Seller on the Closing Date a certificatecertificate of an authorized officer of Purchaser, dated the Closing Date, to such effect.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Castle Dental Centers Inc), Asset Purchase Agreement (Castle Dental Centers Inc), Asset Purchase Agreement (Castle Dental Centers Inc)

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto herein 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 had been made on and as of such datethe Closing Date, and Seller shall have delivered to Purchaser Buyer on the Closing Date a certificatecertificate of an authorized representative of Seller, dated the Closing Date, to such effect.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Teletouch Communications Inc), Asset Purchase Agreement (Teletouch Communications Inc)

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or and/or in any Schedule exhibit, schedule, certificate or 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 had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (4Licensing Corp)

Truth of Representations and Warranties. The representations and warranties of Seller and the Company contained in this Agreement or in any Schedule 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 had 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 Seller warranty shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to be true and correct as of such effectspecified date).

Appears in 2 contracts

Sources: Stock Purchase Agreement (Compliance Systems Corp), Stock Purchase Agreement (Compliance Systems Corp)

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any 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 had 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 Seller warranty shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to be true and correct as of such effectspecified date).

Appears in 2 contracts

Sources: Stock Purchase Agreement (Irving Capital Corp), Stock Purchase Agreement (Parc Capital Corp)

Truth of Representations and Warranties. The representations and warranties of Seller Sellers contained in this Agreement or in any 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 had 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 Seller warranty shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to be true and correct as of such effectspecified date).

Appears in 2 contracts

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

Truth of Representations and Warranties. The representations and warranties of Seller Buyer contained in this Agreement or in any 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 had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Seller on the Closing Date a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Teletouch Communications Inc), Asset Purchase Agreement (Teletouch Communications Inc)

Truth of Representations and Warranties. The representations and warranties of Seller Sellers contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller Sellers shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Weststar Environmental Inc), Stock Purchase Agreement (Weststar Environmental Inc)

Truth of Representations and Warranties. The representations and warranties of Seller the Sellers contained in this Agreement or in any Schedule delivered pursuant hereto and on the Schedules 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 had been made on and as of such date, and Seller the Purchaser shall have delivered to Purchaser on the Closing Date received a certificatecertificate signed by each Seller, dated the Closing Date, to such effect.

Appears in 2 contracts

Sources: Acquisition Agreement (Global Power Equipment Group Inc/), Stock Purchase Agreement (Celerity Group Inc)

Truth of Representations and Warranties. The representations and warranties of Seller Purchaser contained in this Agreement or in any 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 had been made on and as of such datethe Closing Date, and Seller Purchaser shall have delivered to Purchaser Sellers on the Closing Date a certificatecertificate of an authorized officer of Purchaser, dated the Closing Date, to such effect.

Appears in 2 contracts

Sources: Plan and Agreement of Reorganization (Castle Dental Centers Inc), Asset Purchase Agreement (Castle Dental Centers Inc)

Truth of Representations and Warranties. The representations and warranties of Seller Buyer contained in this Agreement the Transaction Documents or in any Schedule delivered pursuant attached hereto or thereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller Buyer shall have delivered to Purchaser on the Closing Date Stockholder a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Nb Financial LTD)

Truth of Representations and Warranties. The representations and warranties of the Seller contained in this Agreement or in any Schedule Agreement, as updated by Schedules delivered pursuant hereto to Section 9.2.4, 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 had been made on in and as of such date, the Closing Date and there shall be delivered by the Seller shall have delivered to Purchaser on the Closing Date a certificate, dated in form and substance reasonably satisfactory to Buyer and its counsel, duly signed by an officer of the Closing Date, Seller to such that effect.

Appears in 1 contract

Sources: Divestiture Agreement (Protosource Corp)

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and in all material respects as of the Closing Date with the same force and effect as though if such representations and warranties had been made on and as of such date, and Seller shall have executed and delivered a certificate to Purchaser on the Closing Date a certificate, dated the Closing Date, to such that effect.;

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Bluerock Multifamily Growth REIT, Inc.)

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or and in any Schedule certificate delivered pursuant hereto by Seller or the Company in accordance with the terms hereof 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 had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Career Education Corp)

Truth of Representations and Warranties. The representations and warranties of Seller the Sellers contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date with Date, except (i) to the same effect as though extent such representations and warranties had been are by their express provisions made on and as of such datea specified date and (ii) for the effect of transactions contemplated by this Agreement, and an executive officer of each Seller shall have delivered to the Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Watley a B Group Inc)

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on in all material respects when made and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such dateDate, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated as of the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Assuranceamerica Corp)

Truth of Representations and Warranties. The representations and warranties of Seller the Sellers contained in this Agreement or and in any Schedule delivered pursuant or Exhibit attached 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 had been made on and as of such date, and Seller the Purchaser shall have delivered to Purchaser on received a certificate signed by each of the Closing Date a certificateSellers, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (American Bankers Insurance Group Inc)

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller Buyer contained in this Agreement or in any 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 had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Sellers on the Closing Date a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Teletouch Communications Inc)

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Initial Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Initial Closing Date, to such effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Cross Continent Auto Retailers Inc M&l)

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller Buyer contained in this Agreement or in any 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 had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Seller on the Closing Date Date, a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Teletouch Communications Inc)

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on the date hereof and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Cavalier Homes Inc)

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller contained Buyer included in this Agreement or and in any Schedule or other instrument or document delivered pursuant hereto by Buyer hereunder 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 had been made on and as of such date (except for representations and warranties which by their terms relate to a specific date, which shall remain true and correct as of such date). Seller shall have delivered received a certificate to Purchaser on this effect dated the Closing Date a certificate, dated the Closing Date, to such effectand signed by Buyer.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cable Tv Fund 14-a LTD)

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in (including any Schedule delivered pursuant hereto 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 had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Acquisition Agreement (President Casinos Inc)

Truth of Representations and Warranties. The representations and warranties of Seller Purchaser contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller Purchaser shall have delivered to Purchaser Seller on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Cavalier Homes Inc)

Truth of Representations and Warranties. The representations and warranties of Seller and Stockholders contained in this Agreement or and in any Schedule certificate delivered pursuant hereto by Seller or Stockholders in accordance with the terms hereof shall be true and correct with respect to Seller and Stockholders on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Career Education Corp)

Truth of Representations and Warranties. The representations and warranties of the Seller contained in this Agreement or in any Schedule delivered pursuant attached hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the Seller shall have delivered to Purchaser on the Closing Date a certificate, dated as of the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Noble International LTD)

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any 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 had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Merger Agreement (First Aviation Services Inc)

Truth of Representations and Warranties. The representations and warranties of Seller Purchaser contained in this Agreement or and in any Schedule certificate delivered pursuant hereto by Seller in accordance with the terms hereof shall be true and correct with respect to Purchaser on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, ; and Seller Purchaser shall have delivered to Purchaser on the Closing Date Seller a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Career Education Corp)

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller Buyer contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Sellers on the Closing Date a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Teletouch Communications Inc)

Truth of Representations and Warranties. The representations and warranties of Seller Buyer contained in this Agreement or in (including any Schedule delivered pursuant hereto 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 had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Acquisition Agreement (President Casinos Inc)

Truth of Representations and Warranties. The representations and warranties of Seller Buyer contained in this Agreement or in any Schedule delivered pursuant hereto 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 had been made on and as of such datethe Closing Date, and Seller there shall have be delivered to Purchaser the Seller on the Closing Date a certificate, dated in form and substance reasonably satisfactory to the Closing Date, Seller and its counsel duly signed by the President or Vice President of Buyer to such that effect.

Appears in 1 contract

Sources: Divestiture Agreement (Protosource Corp)

Truth of Representations and Warranties. The All representations and warranties of Seller contained in this Agreement or and in any Schedule written statement or exhibit, certificate, schedule or other document delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct on in all material respects as of the Closing Date, as if made at the Closing and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Electric & Gas Technology Inc)

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller Buyer contained in this Agreement or in any 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 had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Seller on the Closing Date a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Teletouch Communications Inc)

Truth of Representations and Warranties. The representations and warranties of made by Seller contained in this Agreement or in any Schedule delivered pursuant hereto given on its behalf, 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 had been made or given on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Appears in 1 contract

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