Accuracy at Closing. Each of the representations and warranties made by Purchaser in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of such date.
Accuracy at Closing. As of the date of Closing, each of the warranties and representations set forth in Paragraph 7(a) above shall be true, complete and correct in every respect with respect to the Premises, except for changes in the operation of the Premises occurring prior to Closing, which are specifically permitted by this Agreement. Seller shall notify Purchaser promptly upon obtaining knowledge of any material change in any of Seller’s representations and warranties contained in this Section 7. If any of the foregoing representations and warranties is true as of the Effective Date, but are not true in every material respect with respect to the Premises as of the date of Closing as a result of a matter, circumstance or event beyond the reasonable control of Seller, and such matter is disclosed by Seller to Purchaser expressly in writing at any time and from time to time prior to Closing promptly upon such occurrence, or Purchaser first discovers such untruth prior to Closing, and Seller does not cure such matter prior to Closing, then Purchaser shall not be entitled to consider the untruth of the representation or warranty as an event of default under this Agreement, but instead Purchaser may, at its election and as its sole remedy, either (i) close and consummate the Closing contemplated by this Agreement; or (ii) terminate this Agreement by notice to Seller, whereupon Escrowee shall return the Xxxxxxx Money to Purchaser.
Accuracy at Closing. Each of the representations and warranties made by Purchaser in this Agreement shall be true and accurate in all material respects as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been true and accurate in all material respects as of such date, except in each case where the failure of the representations and warranties of Purchaser to be true and accurate in all material respects would not reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the Closing; provided, however, that for purposes of determining the accuracy of such representations and warranties, all materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
Accuracy at Closing. Each of the representations and warranties made by the Company and the Selling Stockholders in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than (i) representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of such date, and (ii) the Capitalization Representations, which shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date; provided, however, that for purposes of determining the accuracy of such representations and warranties: (i) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Accuracy at Closing. Each of the representations and warranties made by the Company in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of such date; provided, however, that for purposes of determining the accuracy of such representations and warranties: (i) all materiality qualifications set forth therein limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Accuracy at Closing. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than (i) representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date and (ii) representations and warranties which contain materiality, Material Adverse Effect and similar qualifications shall have been accurate in all respects.
Accuracy at Closing. Each of the: (i) Fundamental Representations (other than the representations and warranties set forth in Sections 2.14 and 2.20) shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than any Fundamental Representations (other than the representations and warranties set forth in Sections 2.14 and 2.20) which by their terms are made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date; (ii) representations and warranties set forth in Section 2.20 shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date; and (iii) other representations and warranties made by the Company in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date, except in each case for such failures to be accurate that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, however, that for purposes of determining the accuracy of the Fundamental Representations and such other representations and warranties as of the foregoing dates: (A) all materiality or Material Adverse Effect qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Accuracy at Closing. Each of the representations and warranties made by the Seller or the Selling Shareholders in this Agreement shall not be materially false or incorrect as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall not be materially false or incorrect as of the specific date.
Accuracy at Closing. All representations and warranties of JSBW herein made will be true and correct as of the closing date as though such representations and warranties were then made in exactly the same language by JSBW at that time.
Accuracy at Closing. Each of the representations and warranties made by the Company in this Agreement (A) that contains a “Company Material Adverse Effect” or other materiality qualification limiting the scope of such representations and warranties shall be true and correct in all respects as of the Closing, as if made on and as of the Closing, other than such representations and warranties that by their terms are made as of a specific date, which representations and warranties shall have been accurate in all respects as of such date and (B) that does not contain such a qualification, shall be true and correct in all material respects as of the Closing, in each case, as if made on and as of the Closing, other than such representations and warranties that by their terms are made as of a specific date, which representations and warranties shall have been accurate in all material respects as of such date; provided, however, that for purposes of determining the accuracy of such representation and warranties, any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
