Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement and the other Transaction Documents (i) that are qualified as to “Seller Material Adverse Effect” shall be true, correct and accurate as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true, correct and accurate as of such date); and (ii) that are not qualified as to “Seller Material Adverse Effect” shall be accurate as of the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be accurate as of such date), except that any inaccuracies in such representations and warranties will be disregarded solely for purposes of this Section 7.3(a) (and not for any other purpose under this Agreement) if such inaccuracies, considered individually or in the aggregate, would not have a Seller Material Adverse Effect as of the Closing Date; and Purchaser shall have received a certificate dated as of the Closing Date signed by an authorized officer of Seller to such effect.
Accuracy of Representations and Warranties of Seller. No representation or warranty by or on behalf of Sellers contained in this Agreement and no statement by or on behalf of Sellers in any certificate, list, exhibit or other instrument furnished or to be furnished to Purchasers by or on behalf of Sellers pursuant hereto contains any untrue statement or omits or will omit to state any facts which are necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
Accuracy of Representations and Warranties of Seller. (i) The representations and warranties of Seller contained in this Agreement, taken as a whole (other than Seller Fundamental Representations) (disregarding any exception or qualification of such representations and warranties that that are qualified by the terms “material”, “in all material respects”, or similar words or phrases) shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct in all material respects as of such date), and (ii) the Seller Fundamental Representations shall be true and correct in all but de minimis respects on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct in all but de minimis respects as of such date)
Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement and the other Transaction Documents (i) that are qualified as to “Seller Material Adverse Effect” shall be accurate as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be accurate as of such date); and (ii) that are not qualified as to “Seller Material Adverse Effect” shall be accurate as of the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be accurate as of such date), except that any inaccuracies in such representations and warranties will be disregarded for purposes of this Section 7.3(a) if such inaccuracies, considered collectively, do not have a Seller Material Adverse Effect as of the Closing Date; and Purchaser shall have received a certificate dated as of the Closing Date signed by an authorized officer of Seller to such effect.
Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date as though made on the Closing Date (other than those representations and warranties which speak of an earlier date, which representations and warranties shall have been true and correct as of such earlier date), except in each case for such failures to be true and correct which have not had, and are not reasonably likely to have, a Seller Material Adverse Effect (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have such a Seller Material Adverse Effect for purposes of this Section 7.3(a)); and Purchaser shall have received a certificate signed by an authorized officer of Seller to such effect.
Accuracy of Representations and Warranties of Seller. All of the representations and warranties of Seller in Article IV of this Agreement or in the certificate delivered pursuant to Section 7.2(c)(ii) in connection herewith shall have been true and correct in all respects, in each case as from the Pre-Closing Date and on and as of the Closing Date (recognizing as valid disclosures only those disclosures made in the Initial Seller Disclosure Schedule).
Accuracy of Representations and Warranties of Seller. Each of the representations and warranties of Seller contained in this Agreement which are qualified by the
Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement (other than the Fundamental Representations of Seller) shall have been and be true and correct (without giving effect to any limitation as to “materiality”, “material”, “in all material respects” or “Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have a similar impact or effect, set forth therein) as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date or, in the case of representations and warranties made in clause (iii)(B) of the first sentence of Section 4.4(b) or Section 4.21, in which case only as of the Agreement Date), other than for such failures to be true and correct (without giving effect to any limitation as to “materiality”, “material”, “in all material respects” or “Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have a similar impact or effect, set forth therein) that would not have, individually or in the aggregate, a Material Adverse Effect. The Fundamental Representations of Seller (other than Section 4.15 (Sufficiency of Assets)) shall have been and be true and correct in all respects (other than de minimis inaccuracies) as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date). The representation and warranty contained in Section 4.15 (Sufficiency of Assets) shall have been and be true and correct in all material respects as of the Agreement Date and as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality”, “material”, “in all material respects” or “Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have a similar impact or effect, set forth therein).
Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement (i) that are not qualified by “Company Material Adverse Effect” or other materiality qualifications shall have been accurate in all material respects on the date of this Agreement and shall be accurate in all material respects as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall be accurate in all material respects as of such date), and (ii) that
Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement and the other Transaction Documents (i) that are qualified as to “Seller Material Adverse Effect” shall be true and correct on the date of this Agreement and on the Closing Date as though made on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date); and (ii) that are not qualified as to “Seller Material Adverse Effect” shall be true and correct on the date of this Agreement and on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date), except for such failures to be true and correct which would not, individually or in the aggregate, have a Seller Material Adverse Effect; and Purchaser shall have received a certificate dated as of the Closing Date signed by an authorized officer of Seller to such effect.
