Accuracy of Representations and Warranties; Closing Certificate. (a) The representations and warranties of Seller contained in this Agreement or in any other Document shall be complete and correct in all material respects on the date hereof and at the Closing Date with same effect as though made at such time except for changes that are not materially adverse to the Station or the Sale Assets taken as a whole.
Accuracy of Representations and Warranties; Closing Certificate. Except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer, each of the representations and warranties made by Seller in this Agreement or in any certificate delivered pursuant to Section 9.2 that is qualified as to knowledge or materiality shall be true and correct in all respects when made and shall be true and correct in all respects at and as of the Closing as though such representations and warranties were made or given on and as of the Closing, and each of such representations and warranties that is not qualified as to knowledge or materiality shall be true and correct when made and shall be true and correct in all material respects at and as of the Closing as though such representations and warranties were made or given on and as of the Closing. For purposes of determining whether the representations and warranties made by the Seller pursuant to this Agreement are true and correct at and as of the Closing, the Schedules and Exhibits contained in the Seller Disclosure Letter shall be deemed to include only that information contained therein on the date such Schedules and Exhibits are acknowledged pursuant to Section 12.13, and shall be deemed to exclude any information disclosed to Buyer pursuant to Section 6.2 or otherwise.
Accuracy of Representations and Warranties; Closing Certificate. (a) The representations and warranties of Seller contained in this Agreement or in any other Document shall be complete and correct in all material respects on the date hereof and at the Closing Date with same effect as though made at such time except for changes that are not materially adverse, individually or in the aggregate, to the Stations or the Sale Assets taken as a whole.
Accuracy of Representations and Warranties; Closing Certificate. (a) The representations and warranties of Sunrise contained in this Agreement or in any other Document shall be true and correct in all material respects on the date hereof, and at the applicable Closing Date with same effect as though made at such time except for changes permitted hereunder.
Accuracy of Representations and Warranties; Closing Certificate. (a) Each of the representations and warranties of Investor contained in this Agreement or in any other Document to which Investor is a party shall be true and correct in all material respects on and as of the date of this Agreement, and on and as of the Closing Date with the same effect as though made on and as of the Closing Date except for changes that are not materially adverse to Xxxxxxxx.
Accuracy of Representations and Warranties; Closing Certificate. (a) The representations and warranties of the Seller set forth in Article IV shall be true and correct as of the Closing Date as if made as of the Closing Date, except (i) for changes contemplated or permitted by this Agreement, (ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, subject to clause (iii) below), and (iii) where the failure of the representations and warranties to be true and correct would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect (it being agreed that any materiality or Material Adverse Effect qualification in a representation and warranty shall be disregarded in determining whether any such failure would reasonably be expected to result in a Material Adverse Effect for purposes of this clause (iii)).
Accuracy of Representations and Warranties; Closing Certificate. (a) The representations and warranties of the Selling Parties contained in this Agreement or in any other Document shall be true and correct in all material respects on the date of this Agreement, and on and as of the Closing Date (except for representations and warranties that speak as of a specific date or time which need only be true and complete as of such date or time) with the same effect as though made on and as of the Closing Date except for changes permitted under this Agreement and except where the failure to be true and complete (determined without regard to any materiality or Knowledge qualifications therein) does not have a Material Adverse Effect.
Accuracy of Representations and Warranties; Closing Certificate. (a) The representations and warranties of the Bonneville Entities contained in this Agreement or in any other Document will be true and correct in all material respects on the date of this Agreement, and on and as of the Closing Date (except for representations and warranties made as of a specific date or time which need only be true and complete as of such date or time) with the same effect as though made on and as of the Closing Date, except for changes permitted under this Agreement or caused by any Emmis Entity’s action or failure to perform under the Chicago TBA, and except where the failure to be true and complete (determined without regard to any materiality or Knowledge qualifications therein) does not have a Material Adverse Effect with respect to WLUP.
Accuracy of Representations and Warranties; Closing Certificate. (a) The representations and warranties of the Emmis Entities in this Agreement or in any other Document will be true and correct in all material respects on the date of this Agreement and on and as of the Closing Date (except for representations and warranties made as of a specific date or time which need only be true and complete as of such date or time) with the same effect as though made on and as of the Closing Date except for changes permitted under this Agreement or caused by any Bonneville Entity’s action or failure to perform under the Phoenix TBA, and except where the failure to be true and complete (determined without regard to any materiality or Knowledge qualifications therein) does not have a Material Adverse Effect with respect to the Emmis Stations.
Accuracy of Representations and Warranties; Closing Certificate. (a) The representations and warranties of Sunrise and its Affiliates contained in this Agreement or in any other Document shall be true and correct in all material respects on the date hereof, and at the Closing Date with same effect as though made at such time except for changes permitted hereunder.
