Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change consented to by Seller, and Xxxxx shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement required to be performed or complied with at or prior to the Closing. Buyer shall deliver to Seller at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.1 have been fulfilled.
Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Seller and Travelzoo in this Agreement shall be true and correct in all material respects (or, to the extent such representations and warranties are already qualified by materiality, such representations and warranties shall be true and correct in all respects) on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement or consented to by the Buyer, and Seller and Travelzoo shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. Seller and Travelzoo shall deliver to the Buyer at the Closing a certificate of an officer of Seller certifying that the conditions stated in this Section 7.1 have been fulfilled.
Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Purchaser in this Agreement shall be true and correct on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date; and Purchaser shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing.
Accuracy of Representations and Warranties and Performance of Obligations. (a) The representations and warranties of the Buyer set forth in this Agreement will be true and correct in all material respects taken as a whole (without regard to any materiality, material adverse effect or similar qualification contained therein) as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date), other than any Buyer Authorization Representations, which shall be true and correct in all respects, and (b) the Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. The Buyer shall deliver to Parent at the Closing a certificate of an officer of the Buyer certifying that the conditions stated in this Section 8.1 have been fulfilled.
Accuracy of Representations and Warranties and Performance of Obligations. (A) The Perpetual Representations made by the Sellers in this Agreement shall be true and correct in all material respects (without giving effect to materiality, Material Adverse Effect or similar phrases in such representations and warranties) as of the Closing Date as if made as of the Closing Date, and (B) all representations and warranties (other than the Perpetual Representations) made by the Sellers in this Agreement shall be true and correct in all respects (without giving effect to materiality, Material Adverse Effect or similar phrases in such representations and warranties, except in Section 3.4 and clause (i) of Section 3.5, where such phrases shall be given effect) as of the Closing Date as if made as of the Closing Date, except to the extent of any inaccuracy consented to by the Buyers and except for breaches of such representations and warranties identified in this clause (B) that have not had and would not reasonably be expected to have a Material Adverse Effect, and (ii) the Sellers shall have performed or complied in all material respects with all covenants and agreements contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. The Sellers shall deliver to the Buyers at the Closing a certificate of an officer of the Sellers certifying that the conditions stated in this Section 7.1 have been fulfilled.
Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by the Company and Bancorp pursuant to this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date (other than representations or warranties that address matters only as of a certain date, which shall be true and correct in all material respects as of such certain date), except to the extent of any change expressly permitted by the terms of this Agreement or expressly consented to in writing by Parent. The Company shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement required to be performed or complied with at or prior to the Closing. Each of the Company and Bancorp shall deliver to Parent at the Closing a certificate certifying that the conditions stated in this Section 7.1 have been fulfilled by the Company or Bancorp, as the case may be.
Accuracy of Representations and Warranties and Performance of Obligations. (i) All representations and warranties made by the Buyers in this Agreement shall be true and correct in all respects (without giving effect to materiality, Material Adverse Effect or similar phrases in such representations and warranties) as of the Closing Date as if made on the Closing Date, except to the extent of any inaccuracy consented to by the Sellers and except for breaches of such representations and warranties that have not had and would not reasonably be expected to have a material adverse effect on the ability of the Buyers to perform their obligations hereunder (other than Section 2.9) or consummate the transactions contemplated hereby to be consummated at the Closing, and (ii) the Buyers shall have performed or complied in all material respects with all covenants and agreements contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. The Buyers shall deliver to the Sellers at the Closing a certificate of an officer of the Buyers certifying that the conditions stated in this Section 8.1 have been fulfilled.
Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by the Company, UCFC and BWC pursuant to this Agreement shall be true and correct in all material respects, except for those representations and warranties that are qualified as to materiality which shall be true and correct in all respects, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date (other than representations or warranties that address matters only as of a certain date, which shall be true and correct in all material respects as of such certain date), except to the extent of any change expressly permitted by the terms of this Agreement or expressly consented to in writing by Parent. The Company shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement required to be performed or complied with at or prior to the Closing. Each of the Company, UCFC and BWC shall deliver to Parent at the Closing a certificate certifying that the conditions stated in this Section 7.1 as applicable to such entity have been fulfilled by the Company, UCFC or BWC, as the case may be.
Accuracy of Representations and Warranties and Performance of Obligations. (a) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date), except where the failure of such representations and warranties to be so true and correct (without regard to any Material Adverse Effect or materiality qualifications set forth in any such representation or warranty) has not had and is not reasonably likely to have a Material Adverse Effect.
(b) Each of the material obligations and covenants of Seller to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly and fully performed in all material respects on or before the Closing Date.
(c) Buyer shall have received at the Closing a certificate dated the Closing Date, which certificate shall be validly executed on behalf of Seller by an appropriate executive officer of Seller, certifying that the conditions specified in Section 6.1(a) and Section 6.1(b) have been satisfied.
Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms related to an earlier date; and except to the extent of any change permitted by the terms of this Agreement or consented to by the Seller, and the Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. The Buyer shall deliver to the Seller at the Closing a certificate of an officer of the Buyer that the conditions stated in this Section 8.1 have been fulfilled, which shall be deemed to be a representation and warranty under Article IV of this Agreement.
