Accuracy of Certain Representations and Warranties. (i) Except for the representations and warranties expressly referred to in subsection (ii) below and Section 2.5(d) all of the representations and warranties of Borrower contained in this Agreement shall be true and correct (except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation or warranty shall be true and correct as of such earlier date)).
(ii) All of the representations and warranties contained in the following provisions shall be true and correct except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation or warranty shall be true and correct as of such earlier date) and except to the extent that the failure of any such representation or warranty to be true and correct would not give rise, individually or in the aggregate, to either a Prospective Collateral Defect or a Separateness/True Sale Concern: (A) clause (d) of Section 3.1, the last sentence of Section 3.4, the third sentence of Section 3.21, the second sentence of Section 3.22 and Section 3.24 and (B) to the extent applicable to Financing Contracts then comprising the Portfolio (and not the Candidate Financing Contracts) the second sentence of Section 3.4 and Sections 3.25 and 3.26.
Accuracy of Certain Representations and Warranties. All of the -------------------------------------------------- representations and warranties of Sunburst contained in Sections 4.1, 4.2, 4.3 and 4.4 above, considered collectively, and each of such representations and warranties, considered individually, must be accurate in all respects when made, and as of the Closing Date as if made on the Closing Date. All of the representations and warranties of Sunburst contained in Section 4.5 above through Section 4.22 above shall be deemed made again at and as of the Closing; provided, however, that it is understood that any Breach of any of the representations and warranties of Sunburst contained in Section 4.5 above through Section 4.22 above, whether as of the date hereof or at the time of the Closing, shall only give rise to Entravision's claim for indemnification pursuant to Section 11.2 below (subject to the provisions of Section 11.9 below).
Accuracy of Certain Representations and Warranties. The representations and warranties of Seller contained in this Agreement shall be true and correct (without giving effect to any limitation or qualification on any representation or warranty indicated by the words “Material Adverse Effect” or “material”) in each case on and as of the date hereof and as of the Closing Date as if made at and as of such time (other than representations and warranties that speak as of a specific date prior to the Closing Date which shall be true and correct as of such earlier date), except where the failure of any such representations and warranties, individually or in the aggregate, to be so true and correct has not had and would not reasonably be expected to have a Material Adverse Effect; provided that (i) the Fundamental Representations shall be true and correct in all material respects in each case on and as of the date hereof and as of the Closing Date as if made at and as of such time (other than representations and warranties that speak as of a specific date prior to the Closing Date which shall be true and correct as of such earlier date) and (ii) the representation and warranties set forth in Section 4.8(a) shall be true and correct in all respects on and as of the date hereof and as of the Closing Date as if made at and as of such time.
Accuracy of Certain Representations and Warranties. The representations and warranties of LTI, Sub and the Stockholders set forth in Sections 2.1, 2.2, 2.3, 2.6(c) (but only with respect to the Retained Properties), 2.12 (but only with respect to the Retained Properties), 2.15, 2.16 ans 2.21 of this Agreement will be true and correct in all respects as of the date when made and at and as of the Second Closing.
Accuracy of Certain Representations and Warranties. At each Closing, (i) each representation and warranty of each Seller contained in Sections 5.1(a), 5.1(b), 5.1(c) (but with respect to Section 5.1(c) only with respect to the applicable Property and Improvements thereon), 5.1(j), and 5.1(r) shall be true and correct in all respects as of the applicable Closing Date, as if restated on the applicable Closing Date.
Accuracy of Certain Representations and Warranties. At the ---------------------------------------------------- Closing, each representation and warranty of Seller and the Sole Member shall be true and correct in all material respects as of the Closing Date, as if made on the Closing Date, except that the representations and warranties of Seller and the Sole Member that are qualified by materiality shall be true and correct in all respects as of the Closing Date, as if made on the Closing Date.
Accuracy of Certain Representations and Warranties. The representations and warranties of the Company contained in Paragraphs 3E, 3F and 3G of this Agreement shall be true and correct in all material respects as if such representations and warranties were made on and as of such Option Closing Date.
Accuracy of Certain Representations and Warranties. As of the Initial Closing, the representations and warranties contained in Section 4 of Annex A shall be true and correct in all material respects on and as of the Initial Subscription Date to the same extent as though made on and as of the Initial Subscription Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.
Accuracy of Certain Representations and Warranties. As of the Frog Closing, the representations and warranties contained in Sections 4.1, 4.3, 4.4(a) (solely with respect to the Organizational Documents of the Obligors), 4.6, 4.14, 4.15, 4.18 and 4.20 of Annex A shall be true and correct in all material respects on and as of the Frog Closing to the same extent as though made on and as of the Frog Closing, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.
Accuracy of Certain Representations and Warranties. As of the Buffalo Closing, the representations and warranties contained in Sections 4.1, 4.3, 4.4(a) (solely with respect to the Organizational Documents of the Obligors), 4.6, 4.14, 4.15, 4.18 and 4.20 of Annex A shall be true and correct in all material respects on and as of the Buffalo Closing to the same extent as though made on and as of the Buffalo Closing, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.
