Accuracy of Representations and Warranties and Compliance with Covenants. Each representation and warranty of Buyer contained in this Agreement and in any Schedule shall be true and correct in all respects (in the case of any representations or warranties containing any materiality or Material Adverse Effect qualifiers) or in all material respects (in the case of any representations or warranties without any materiality or Material Adverse Effect qualifiers) on and as of the date of this Agreement and on and as of the Closing Date, with the same effect as though such representation and warranty had been made on and as of the Closing Date. Each of the covenants and agreements herein on the part of Buyer to be complied with or performed on or before the Closing Date shall have been fully complied with and performed. Company shall have received a certificate, dated the Closing Date, of Buyer to the foregoing effect.
Accuracy of Representations and Warranties and Compliance with Covenants. The representations and warranties of the Purchaser made in or pursuant to this Agreement shall be true and correct at the Closing Time as if made at and as of the Closing Time and all other representations and warranties shall be true and correct in all material respects at the Closing Time as if made at and as of the Closing Time; the covenants and agreements contained in this Agreement to be performed by the Purchaser at or prior to the Closing Time shall have been performed in all material respects; and the Seller shall have received a certificate confirming the foregoing, signed for and on behalf of the Purchaser by a senior officer of the Purchaser or other person acceptable to the Seller in form and substance satisfactory to the Seller and the Seller's Counsel, acting reasonably.
Accuracy of Representations and Warranties and Compliance with Covenants. The representations and warranties of the Seller and the Corporation made in or pursuant to this Agreement which are qualified by the expression "material" or "Material Adverse Effect" shall be true and correct at the Closing Time as if made at and as of the Closing Time and all other representations and warranties other than those representations set forth in Sections 3.1.10 and 3.1.11 shall be true and correct in all material respects at the Closing Time as if made at and as of the Closing Time (except to the extent such representations and warranties expressly speak of an earlier date in which case such representations and warranties shall be true and correct as of such earlier date); the covenants and agreements contained in this Agreement to be performed by the Seller at or prior to the Closing Time shall have been performed in all material respects; and the Purchaser shall have received a certificate confirming the foregoing, signed for and on behalf of the Seller by a senior officer of the Seller or other person acceptable to the Purchaser, in form and substance satisfactory to the Purchaser and the Purchaser's Counsel, acting reasonably. Notwithstanding the forgoing, to the extent that the representations set forth in Section 3.1.10 or Section 3.1.11 are not accurate as at the Closing Date, the Seller and the Corporation shall use reasonable commercial efforts to obtain the Investment Canada Act Approval or the Competition Act Approval, as applicable, prior to the Closing Date.
Accuracy of Representations and Warranties and Compliance with Covenants. The representations and warranties of the Company contained in Article III shall be true and accurate in all material respects (and without regard to any knowledge limitation contained therein) on and as of the Closing Date with the same force and effect as if they had been made on the Closing Date and the Company shall have performed and complied with all of its covenants and agreements in all material respects on or before the Closing Date. The Company shall have provided TSA with a certificate duly executed by the President and the Chief Financial Officer of the Company dated as of the Closing Date, certifying compliance with this subsection 8.1.2. There shall be no personal liability to any officer of the Company based on such officer's executing this certificate except for any misstatements therein made with such officer's knowledge.
Accuracy of Representations and Warranties and Compliance with Covenants. The representations and warranties of the Vendor made in or pursuant to this Agreement shall be true and correct (i) in all material respects, to the extent not already qualified by “material”, “materially” or “Material Adverse Effect”, and (ii) in all respects, to the extent already qualified by “material”, “materially” or “Material Adverse Effect”, in each case at the Closing Time as if made at and as of the Closing Time (except to the extent such representations and warranties expressly speak of an earlier date in which case such representations and warranties shall be true and correct as of such earlier date); the covenants and agreements contained in this Agreement to be performed by the Vendor at or prior to the Closing Time shall have been performed in all material respects; and the Purchaser shall have received a certificate confirming the foregoing, signed by the Vendor or other persons acceptable to the Purchaser, in form and substance satisfactory to the Purchaser and the Purchaser’s Counsel, acting reasonably.
Accuracy of Representations and Warranties and Compliance with Covenants. Each representation and warranty of the Purchaser contained in this Agreement shall be true and correct when made, and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representation and warranty had been made on and as of the Closing Date. Each of the covenants and agreements herein on the part of the Purchaser to be complied with or performed on or before the Closing Date shall have been fully complied with and performed in all material respects. The Seller shall have received a certificate, dated the Closing Date, of the Purchaser to the foregoing effect.
Accuracy of Representations and Warranties and Compliance with Covenants. The representations and warranties of Buyer and Sub herein shall be accurate in all material respects at and as of the Closing Date (except to the extent that such representation and warranty speaks as of another date) and Buyer and Sub shall have complied in all material respects with the covenants each of them has agreed herein to undertake.
Accuracy of Representations and Warranties and Compliance with Covenants. Each representation and warranty of Purchaser contained in this Agreement and in any Schedule shall be true and correct when made, and shall be true and correct in all respects on and as of the Closing Date with the same effect as though such representation and warranty had been made on and as of the Closing Date. Each of the covenants and agreements herein on the part of Purchaser to be complied with or performed on or before the Closing Date shall have been fully complied with and performed. Shareholders shall have received a certificate, dated the Closing Date, of Purchaser to the foregoing effect.
Accuracy of Representations and Warranties and Compliance with Covenants. (a) All representations and warranties of Seller set forth in this Agreement, the Ancillary Documents to which they are a party, the Lilien Disclosure Schedule and any other document delivered pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing Date except for representations and warranties which address matters only as of a particular date (which shall remain true and correct in all material respects as of such date) and except to the extent that such representations and warranties contain a materiality or Material Adverse Effect qualifier, in which case such representations and warranties shall be true and correct in all respects, and, except as may be otherwise disclosed to Buyer, shall be accurate as of the Closing Date; and
Accuracy of Representations and Warranties and Compliance with Covenants. Each representation and warranty of Buyer contained in this Agreement shall be true and correct in all respects (in the case of any representations or warranties containing any materiality or Material Adverse Effect qualifiers) or in all material respects (in the case of any representations or warranties without any materiality or Material Adverse Effect qualifiers) on and as of the date of this Agreement and on and as of the Closing Date, with the same effect as though such representation and warranty had been made on and as of the Closing Date. Each of the covenants and agreements herein on the part of Buyer to be complied with or performed on or before the Closing Date shall have been fully complied with and performed.
