Accuracy at Signing. Each of the representations and warranties made by the Company in this Agreement shall have been accurate in all material respects as of the date of this Agreement, other than 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; provided, however, that for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) for purposes of this section, all materiality, Material Adverse Effect and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded, except as specifically provided in Section 4.3(b).
Accuracy at Signing. Each of the representations and warranties made by the Company or the Selling Shareholders in this Agreement shall have been true and correct in all material respects when made (without giving effect to any qualification as to materiality).
Accuracy at Signing. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, other than representations and warranties that are qualified by their terms by a reference to a “Material Adverse Effect” or other materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties, which representations and warranties as so qualified shall be true and correct in all respects.
Accuracy at Signing. Each of the representations and warranties made by Parent and Sub in this Agreement (A) that contains a materiality qualification limiting the scope of such representations and warranties shall have been true and correct in all respects as of the date of this Agreement, 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 have been true and correct in all material respects as of the date of this Agreement, 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.
Accuracy at Signing. The: (i) representations and warranties set forth in Section 2.3(a) (Capitalization) shall have been accurate in all respects as of the date of this Agreement, other than de minimis inaccuracies; (ii) representations and warranties set forth in Sections 2.20 (Authority; Binding Nature of Agreement; Inapplicability of Anti-takeover Statutes) and 2.22 (Vote Required) shall have been accurate in all respects as of the date of this Agreement; and (iii) representations and warranties made by the Company in this Agreement (other than the representations and warranties set forth in Sections 2.3(a) (Capitalization), 2.20 (Authority; Binding Nature of Agreement; Inapplicability of Anti-takeover Statutes) and 2.22 (Vote Required)) shall have been accurate in all material respects as of the date of this Agreement (other than any such representation or warranty that by its terms is 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: (A) all materiality, Material Adverse Effect and similar 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 Signing. The representations and warranties made by Parent and the Merger Subs in this Agreement shall have been accurate [***]; 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 Signing. Each of the representations and warranties made by the Company or the Selling Stockholders in this Agreement shall have been accurate in all material respects as of the date of this Agreement (except for the Capitalization Representations, which shall have been accurate in all respects as of the date of this Agreement); provided, however, that for purposes of determining the accuracy of such representations and warranties, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded.
Accuracy at Signing. 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 have been true and correct in all respects as of the date of this Agreement, 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 have been true and correct in all material respects as of the date of this Agreement, 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.
Accuracy at Signing. (i) Each of the representations and warranties made by the Company in this Agreement (other than the Fundamental Representations and the representations and warranties set forth in the second sentence of Section 2.8(b)) shall have been accurate in all respects as of the date of this Agreement (provided, however, that for purposes of determining the accuracy of such representations and warranties, all “material,” “materially,” “Material Adverse Effect” or similar qualifications limiting the scope of such representations and warranties shall be disregarded), except for such failures to be so accurate that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Accuracy at Signing. Each of the representations and warranties made by Purchaser in this Agreement shall have been accurate in all respects as of the date of this Agreement, except where the failure of the representations and warranties of Purchaser to be accurate in all respects would not reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the Closing.
