Representations and Warranties. All of the representations and warranties of the Seller Parties set forth in this Agreement and in any certificate delivered by the Sellers or the Company shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for # those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and # any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.
Representations and Warranties. All of the representations and warranties of the SellerBuyer Parties set forth in this Agreement and in any certificate delivered by the Sellers or the CompanyBuyer pursuant hereto, shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for # those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and # any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.Buyer Parties.
Representations and Warranties. AllEach of the representations and warranties ofmade by the Company or a Seller Parties set forth in this Agreement and in any certificate delivered by the Sellers or the Company shall be true and correct on and as of the date of this Agreement and onat and as of the Closing Date as ifthough such representation or warranty was made onat and as of the Closing Date,Closing, except for # those representations and warranties that address matters onlymade as of a particular date (which representations and warrantiesspecific date, which shall have been accurate as of such date), and # any failures to be true and correct that (without giving effectas of such date, in each case except where the failure so to any qualifications or limitations as to materiality or Material Adverse Effect),be true would not have, individually or in the aggregate, a material adverse effect on the Company’s business operations or prospects, and Buyer shall have not had and would not reasonably be expected to havereceived a Material Adverse Effect on, or with respect to,certificate from the Company or any Seller.certifying as to the foregoing.
Representations and Warranties. All of the representations and warranties of the Seller Parties set forth in this Agreement and in any certificate delivered by the Sellers or the Company shall be true and correct on andin all material respects as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, exceptDate and the Closing Date were substituted for # thosethe date of this Agreement throughout such representations and warranties (except that address matters onlyany such representation and warranty that is expressly given as of a particularspecified date (whichon or prior to the date of this Agreement need only be true and correct as of such specified date), except where the failure of such representations and warranties shall have been accurate as of such date), and # any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect),would not have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on, or with respect to, the Company or any Seller.Effect;
Representations and Warranties. AllEach of the representations and warranties of the Seller Parties set forthmade by Buyer in this Agreement and in any certificate delivered by the Sellers or the Company shall be true and correct on and as of the date of this Agreement and onat and as of the Closing Date as ifthough such representation or warranty was made onat and as of the Closing Date,Closing, except for # those representations and warranties that address matters onlymade as of a particular date (which representations and warrantiesspecific date, which shall have been accurate as of such date), and # any failures to be true and correct that (without giving effectas of such date, in each case, except where the failure so to any qualifications or limitations as to materiality or Material Adverse Effect),be 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 the Sellers shall have not had and would not reasonably be expectedreceived a certificate of Buyer certifying as to have a Material Adverse Effect on, or with respect to, the Company or any Seller.foregoing.
Representations and Warranties. AllEach of the representations and warranties of the Seller Parties set forth in this Agreement and in any certificate deliveredCompany contained herein # that are not qualified by the Sellersmateriality, Material Adverse Effect or the Companysimilar phrases shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Seller at Closing Date as if made on(except to the Closing Date, except for # thoseextent such representations and warranties that address matters only as of a particular date (whichdates, in which case, such representations and warranties shall have been accurate as of such date), and # any failures to be true and correct in all material respects on and as of such dates), and # that (without giving effectare qualified by materiality, material adverse effect, or similar phrases shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Seller at Closing (except to any qualifications or limitationsthe extent such representations and warranties address matters as to materiality or Material Adverse Effect)of particular dates, in which case, such representations and warranties shall be true and correct in all respects on and as of such dates). Notwithstanding the foregoing, the representations and warranties set forth in Sections 3.2 (Authorization), individually or3.3 (Capitalization) and 3.9 (Intellectual Property) shall be true and correct in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.all respects.
Representations and Warranties. All of theThe other representations and warranties ofmade by the Seller Parties set forth in this Agreement and in any certificate delivered by the Sellers or the Company shall behave been true and correct on andin all respects as of the date of this AgreementAgreement, and onshall be true and correct in all respects as of the Closing Date as if made onat the Closing Date, except for #Date (in each case other than those representations and warranties that address matters onlyare made as of a particular date (which representations and warranties shall have been accuratespecified date, in which case as of such date); in each case disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” or any similar qualifications therein, except where the failure of such representations and # any failureswarranties to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect),of such date would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.Effect.
Representations and Warranties. All of theWarranties Generally. The representations and warranties of the Seller PartiesCompany set forth in this Agreement and in any certificate delivered by the Sellersthat do not contain a “Material Adverse Effect” qualification or the Companyother express materiality or similar qualification shall be true and correct on andin all material respects as of the date of this Agreement and onhereof and as of the Closing Date as if(except for any such representation or warranty that is made on the Closing Date, except for # those representations and warranties that address matters only as of a particular date (whichspecific date, in which case as of such specific date). The representations and warranties shall have been accurate as of such date), and #the Company set forth in this Agreement that contain a “Material Adverse Effect” qualification or any failures toother express materiality or similar qualification shall be true and correct as of the date hereof and as of the Closing Date (except for any such representation or warranty that (without giving effect to any qualifications or limitationsis made only as to materiality or Material Adverse Effect), individually orof a specific date, in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.which case as of such specific date).
Representations and Warranties. All of the representations and warranties of the Seller Parties set forthcontained in this Agreement and in any certificate delivered by the Sellers or the Company shall be true and correct on and as of the date of this Agreement and onhereof and as of the Closing Date with the same effect as ifthough such representations and warranties were made onat and as of the Closing Date, except for #Closing; provided, that those representations and warranties that address matters onlyare specifically made as of a particular calendar date (which representationsearlier than the date of this Agreement shall be so true and warranties shall have been accuratecorrect as of such date), and # any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.date.
Representations and Warranties. All of theThe representations and warranties of the Seller PartiesSellers set forth in this Agreement and in any certificate delivered by the Sellers or the Company shall be truetrue, correct and correct on andcomplete in all respects as of the date of this Agreement andClosing date, as though made on and as of the Closing Datedate and Sellers shall have delivered to a certificate dated as if made onof the Closing Date, except for # thosedate, to the effect that the representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and # any failures to bemade by Sellers in this Agreement are true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.correct.
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