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 the Buyer and Azzurro 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 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 Seller 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. 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 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. Buyer shall deliver to Seller at the Closing a certificate of the President 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 Purchaser in this Agreement and in any other document of Purchaser delivered pursuant hereto shall be true and correct in all respects on and as of the Closing Date, and Purchaser shall have performed or complied in all respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed of complied with at or prior to the Closing Date, and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.
Accuracy of Representations and Warranties and Performance of Obligations. (i)(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. (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 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. All representations and warranties made by the Seller 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 Buyer, and the Seller shall have performed or compiled 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 Seller shall deliver to the Buyer at the Closing a certificate of an officer of the Seller that the conditions stated in this Section 9.1 have been fulfilled, which shall be deemed to be a representation and warranty under Article III of this Agreement.
Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by the Company and each Seller in or pursuant to this Agreement shall be true and correct in all material respects, and the Company and each Seller 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 Company shall deliver to Buyer at the Closing a Certificate, signed by the President of the Company, certifying that the conditions stated in this Article 7 respecting the Company have been fulfilled.
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 relates to an earlier date, and the Buyer shall have performed or complied in all respects material 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 Huttig at the Closing a certificate of an officer of the Buyer certifying that the conditions stated in this Section 8.1 have been fulfilled.
