Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Vendor contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or in any Schedule or other document made pursuant hereto is given). In addition, the Vendor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them at or prior to the Closing Time. In addition, the Vendor shall have delivered to the Purchaser a certificate in the form of Schedule 6.1.1 attached hereto confirming that the facts with respect to each of such representations and warranties by the Vendor are as set out herein at the Closing Time and that the Vendor has performed all covenants required to be performed by them hereunder.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement is given). In addition, the Purchaser shall have complied with all conditions precedent herein agreed to be performed or caused to be performed by it at or prior to the Closing Time.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Assignor contained in this Agreement or in any document or certificate delivered in order to carry out the transactions contemplated hereby shall be true and accurate in all material respects (except where such representations and warranties are already qualified by the term "material" in which event such representations and warranties shall be true and correct in all respects) on the Closing Date. In addition, the Assignor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by him at or prior to the Closing Time and the Assignor shall deliver to the Assignee at the Closing Time a certificate confirming compliance with this Section (the "Assignor's Closing Certificate").
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Optionor contained in section 3.1 of this Agreement shall be true and accurate on the date hereof and at the Transfer Date with the same force and effect as though such representations and warranties had been made as of such date (except to the extent such representations and warranties are by their express terms made as of the date of this Agreement or another specific date, in which case such representations and warranties shall be true and correct of such date). In addition, the Optionor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the applicable date(s) for such performance.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Optionee contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate on the date hereof and at the Transfer Date with the same force and effect as though such representations and warranties had been made as of such date (except to the extent such representations and warranties are by their express terms made as of the date of this Agreement or another specific date, in which case such representations and warranties shall be true and correct of such date). In addition, the Optionee shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the applicable date(s) for such performance.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties contained in Sections 3.1(a) (except the penultimate sentence), 3.1(b), 3.1(d), 3.1(e), 3.1(f), 3.2(a) (except the penultimate sentence), 3.2(b), 3.2(d) and 3.2(k) of this Agreement (collectively, the “Holdings Fundamental Representations”) and the representations and warranties of the Members set forth in the Share Issuance and Acquisition Agreement delivered by the Members who executed the Written Consent will be true and correct in all respects (except, solely with respect to Section 3.1(b), in respect of any rounding errors that are de minimis in nature) as if made on the Closing Date. The representations and warranties contained in Sections 3.1 and 3.2 (other than the Holdings Fundamental Representations) shall be true and correct in all material respects (without giving effect to any materiality qualifier applicable to such representation or warranty), in each case as if made on and as of the Closing Date, other than representations and warranties that expressly refer only as of a specific date (in which case such representations and warranties will be true and correct in all material respects as of such date), except (in all cases) to the extent that the failure of such representations and warranties to be true and correct does not, individually or in the aggregate, constitute or would not reasonably be expected to constitute, a Company Material Adverse Effect or a Holdings Material Adverse Effect. Holdings shall have performed in all material respects all of the obligations and complied in all material respects with all of their respective covenants, agreements and conditions set forth in this Agreement or any other Ancillary Agreement and required to be performed or complied with by Holdings at or prior to the Effective Time.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Shareholders and CCSA contained in this Agreement or in any document delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time regardless of the date as of which the information in this Agreement or other document made pursuant hereto is given. In addition, the Shareholders and CCSA shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them at or prior to the Closing Time. In addition, the Shareholders and CCSA shall have delivered to Sinomar a certificate confirming that the facts with respect to each of such representations and warranties by the Shareholders and CCSA are as set out herein at the Closing Time and that the Shareholders and CCSA have performed all covenants required to be performed by them hereunder.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of Sinomar contained in this Agreement or in any document delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time regardless of the date as of which the information in this Agreement or other document made pursuant hereto is given. In addition, Sinomar shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the Closing Time. In addition, Sinomar shall have delivered to the Shareholders a certificate confirming that the facts with respect to each of such representations and warranties by Sinomar are as set out herein at the Closing Time and that Sinomar has performed all covenants required to be performed by it hereunder.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Seller contained in this Agreement shall be true and correct. The Seller shall have performed and complied with all covenants and obligations under this Agreement required to be performed and complied with by such parties as of the Closing.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Borrowers contained herein or in any other Security Document shall be true and accurate at each Closing Date. In addition, the Borrowers shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to each Closing Date. At each Closing Date, the Borrowers shall have delivered to Phoenix, on behalf of the Lenders, a certificate, substantially in the form attached hereto as Exhibit F, confirming the facts with respect to each of the representations and warranties, confirming that all such covenants and agreements have been performed and confirming that all conditions set forth in this Sections 7.1 and 7.2 have been satisfied or waived.
