Accuracy of Company Representations and Warranties. (i) The representations and warranties of the Company set forth in this Agreement (other than the representations and warranties of the Company set forth in Sections 3.2, 3.3, 3.4(i), 3.4(ii)(y), or 3.21) shall be true and correct in all respects (without giving effect to any materiality or Company Material Adverse Effect qualifier therein), as of the date of this Agreement and as of the Acceptance Time as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except to the extent that breaches thereof, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (ii) each of the representations and warranties of the Company set forth in Section 3.2 (other than the Company Capitalization Representations), Section 3.4(i), Section 3.4(ii)(y), Section 3.3 and Section 3.21 shall be true and correct in all material respects, as of the date of this Agreement and as of the Acceptance Time as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date); and (iii) each of the Company Capitalization Representations shall be true and correct in all respects (other than de minimis deviations therefrom), as of the date of this Agreement and as of the Acceptance Time as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Alexanders J Corp)
Accuracy of Company Representations and Warranties. (i) The representations and warranties of the Company set forth in this Agreement (other than the representations and warranties of the Company set forth in Sections 3.2the first sentence of Section 2.1 and set forth in Section 2.2, 3.3Section 2.3, 3.4(iSection 2.4(i), 3.4(ii)(y), or 3.21Section 2.4(ii) and Section 2.21) shall be true and correct in all respects (without giving effect to any materiality or Company Material Adverse Effect qualifier therein), as of the date of this Agreement and as of the Acceptance Time Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except to the extent that breaches thereof, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (ii) each of the representations and warranties of the Company set forth in the first sentence of Section 3.2 (other than the Company Capitalization Representations2.1 and set forth in Section 2.2(d), Section 3.4(i2.3, Section 2.4(i), Section 3.4(ii)(y), Section 3.3 2.4(ii) and Section 3.21 2.21 shall be true and correct in all material respectsrespects (without giving effect to any materiality or Company Material Adverse Effect qualifier therein), as of the date of this Agreement and as of the Acceptance Time Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date); and (iii) each of the Company Capitalization Representations shall be true and correct in all respects (other than de minimis deviations therefrom), as of the date of this Agreement and as of the Acceptance Time Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date).
Appears in 1 contract
Accuracy of Company Representations and Warranties. (i) The representations and warranties of the Company set forth in this Agreement (other than the representations and warranties of the Company set forth in Sections 3.22.2, 3.32.3, 3.4(i2.4(i), 3.4(ii)(y2.4(ii)(y), or 3.212.21) shall be true and correct in all respects (without giving effect to any materiality or Company Material Adverse Effect qualifier therein), as of the date of this Agreement and as of the Acceptance Time Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except to the extent that breaches thereof, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (ii) each of the representations and warranties of the Company set forth in Section 3.2 2.2 (other than the Company Capitalization Representations), Section 3.4(i2.4(i), Section 3.4(ii)(y2.4(ii)(y), Section 3.3 2.3 and Section 3.21 2.21 shall be true and correct in all material respects, as of the date of this Agreement and as of the Acceptance Time Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date); and (iii) each of the Company Capitalization Representations shall be true and correct in all respects (other than de minimis deviations therefrom), as of the date of this Agreement and as of the Acceptance Time Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date).
Appears in 1 contract
Samples: Merger Agreement (Alexanders J Corp)