Accuracy of Representations and Warranties. All representations and warranties made by Buyer and Merger Sub shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of that date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein), would not have a Buyer Material Adverse Effect.
Accuracy of Representations and Warranties. All representations and warranties made by Buyer and Merger Subthe Company or HoldCo shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of that date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein), would not have a BuyerCompany Material Adverse Effect.
Accuracy of Representations and Warranties. AllEach of the representations and warranties made by Buyer and Merger Subin this Agreement shall be true and correct onat and as of the Closing Date as though such representation or warranty was made at and as of the Closing, except for representations and warranties were made on and as of that date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timedate, which need onlyshall be true and accuratecorrect as of such date or with respect to such period),date, in each case, except where the failure of such representations and warrantiesso to be so true would not have, individually or in the aggregate, a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement, and accurate (without giving effect to any limitationthe Sellers shall have received a certificate of Buyer certifying as to “materiality” or “material adverse effect” set forth therein), would not have a Buyer Material Adverse Effect.the foregoing.
Accuracy Of Representations. All of Representations and Warranties. Allthe representations and warranties made by Buyerthe Purchaser in this Agreement shall have been true and Merger Subcorrect as of the date of this Agreement and shall be true and correct on and as of the Closing Date as though such representations and warranties wereif made on and as of that date (otherat the Closing Date (in each case other than those representations and warranties that address matters onlyare made as of a particular date or only with respect to a specific period of timespecified date, in which need only be true and accuratecase as of such datedate), disregarding all qualifications or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitationlimitations as to “materiality” or “material adverse effect” set forth therein),any similar qualifications therein, except where such failure to be true and correct as of such date, individually or in the aggregate, has not and would not have a Buyer Material Adverse Effect.reasonably be expected to prevent or materially impair or delay the Purchaser from performing its obligations under this Agreement and the other Transactional Agreements or from consummating the transactions contemplated hereby or thereby.
AccuracyEach of Representationsthe warranties and Warranties. All representations and warranties made byof the Buyer and Merger Subset forth in this Agreement shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (and except that date (other than those warranties and representations and warranties thatwhich address matters only as of or for a particular date or only with respect to a specifictime period of time which need only beshall remain so true and accuratecorrect only as of such date or with respect tofor such time period), except where thefor any such failure of such representations and warranties to be so true and accurate (without giving effect to any limitationcorrect as to “materiality” or “material adverse effect” set forth therein), would not have a Buyer Material Adverse Effect.
Accuracy of Representations and Warranties. All of the representations and warranties made by Buyer and Merger Subof set forth in this Agreement shall be true and correct onin all material respects as of the date of this Agreement and as of the Closing Date as thoughif made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties were made on(except that any such representation and as ofwarranty that date (other than those representations and warranties that address matters onlyis expressly given as of a particularspecified date on or only with respectprior to a specific periodthe date of time whichthis Agreement need only be true and accuratecorrect as of such date or with respect to such period)specified date), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein),correct would not havehave, individually or in the aggregate, a BuyerCompany Material Adverse Effect.Effect;
Accuracy of Representations and Warranties. All of the representations and warranties madeof the Buyer Parties set forth in this Agreement and in any certificate delivered by Buyer and Merger Subpursuant hereto, shall be true and correct on and as of the Closing Date as though such representationsdate of this Agreement and warranties were made on and as of that date (other thanthe Closing Date as if made on the Closing Date, except for # those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true(which representations and warranties shall have been accurate as of such date or with respect to such period)date), except where the failure of such representations and warranties# any failures to be so true and accuratecorrect that (without giving effect to any limitationqualifications or limitations as to “materiality”materiality or “material adverse effect” set forth therein)Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Buyer Material Adverse Effect.Effect on, or with respect to, the Buyer Parties.
Accuracy of Representations and Warranties. AllEach of the representations and warranties made by Buyer and Merger Subthe Company or a Seller in this Agreement shall be true and correct onat and as of the Closing Date as though such representation or warranty was made at and as of the Closing, except for representations and warranties were made on and as of that date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timedate, which need onlyshall be true and accuratecorrect as of such date or with respect to such period),date, in each case except where the failure of such representations and warrantiesso to be so true would not have, individually or in the aggregate, a material adverse effect on the Company’s business operations or prospects, and accurate (without giving effect to any limitationBuyer shall have received a certificate from the Company certifying as to “materiality” or “material adverse effect” set forth therein), would not have a Buyer Material Adverse Effect.the foregoing.
Accuracy of Representations and Warranties. AllThe other representations and warranties made by Buyerthe Seller in this Agreement shall have been true and Merger Subcorrect in all respects as of the date of this Agreement, and shall be true and correct on andin all respects as of the Closing Date as though such representations and warranties wereif made on and as of that date (otherat the Closing Date (in each case other than those representations and warranties that address matters onlyare made as of a particular date or only with respect to a specific period of timespecified date, in which need only be true and accuratecase as of such datedate); in each case disregarding all qualifications or with respectlimitations as to such period)“materiality”, “Material Adverse Effect” or any similar qualifications therein, except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitationcorrect as to “materiality”of such date would not, individually or “material adverse effect” set forth therein), would notin the aggregate, have a Buyer Material Adverse Effect.
Accuracy ofThe Buyer Specified Representations and Warranties. All representations and warranties made by Buyer and Merger Sub shall be true and correct on andin all respects as of the Closing Date as though made on the Closing Date (without regard to any express qualifier therein as to materiality), except to the extent such representations and warranties were made on and as of thatexpressly relate to an earlier date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time(in which need onlycase they shall be true and accuratecorrect as of such date or with respect toearlier date) and except for such period), except wherebreaches that, in the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein), wouldaggregate, are not have a Buyer Material Adverse Effect.material.
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