Accuracy of Representations and Warranties; Performance. The representations and warranties of Seller and the Netherlands Subsidiary contained in Article IV disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specified earlier date) on and as of the Closing Date as though made on and as of the Closing Date, with only such exceptions as do not, individually, or in the aggregate, have or would reasonably be expected to have a Material Adverse Effect on the Seller, the Non-North America Business or the Transferred Assets. Seller and the Netherlands Subsidiary shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller and the Netherlands Subsidiary by the time of the Closing.
Accuracy of Representations and Warranties; Performance. The representations and warranties of the FDIC Manager contained in this Agreement shall be true and correct in all material respects on and as of the Closing with the same effect as if made on and as of the Closing, and the FDIC Manager shall have performed or complied with all material covenants, agreements, and conditions herein that it is required to perform or comply with on or prior to the Closing.
Accuracy of Representations and Warranties; Performance. The representations and warranties of the Company contained in Section 3 of this Agreement shall be true on and as of the Closing Date with the same effect as though such representation and warranty had been made on and as of that date, other than as would not, taken as a whole, have an Material Adverse Effect. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Closing.
Accuracy of Representations and Warranties; Performance. The representations and warranties of each Purchaser contained in Section 4 shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of that date. Each Purchaser shall have performed and complied with all agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing.
Accuracy of Representations and Warranties; Performance. The representations and warranties of Seller and the Canadian Subsidiary contained in Article IV and Section 6.5, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specified earlier date) on and as of the Closing Date as though made on and as of the Closing Date, with only such exceptions as do not, individually, or in the aggregate, have or would reasonably be expected to have a Material Adverse Effect on the Seller, the North America Business or the Transferred Assets. Seller and the Canadian Subsidiary shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller and the Canadian Subsidiary by the time of the Closing.
Accuracy of Representations and Warranties; Performance. All representations and warranties made by the Transferor 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; SCI and the Transferor 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; Performance. Each representation and warranty of the Company contained in this Agreement shall be true and correct in all material respects on and as of each Closing Date, with the same effect as though such representation and warranty had been made on and as of that date. The Company shall have performed in all material respects all agreements and covenants required to be performed by it under the Financing Documents prior to such Closing Date.
Accuracy of Representations and Warranties; Performance. All representations and warranties made by FEVI 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; FEVI 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 Date. FEVI shall have delivered to the Transferor a certificate, dated the Closing Date, to the foregoing effect.
Accuracy of Representations and Warranties; Performance. The representations and warranties of each of Guaranty and the Acquirers contained in this Agreement shall be true and correct in all material respects on and as of the Closing with the same effect as if made on and as of the Closing, and Guaranty and the Acquirers shall have performed or complied with all material covenants, agreements, and conditions herein that they are required to perform or comply with on or prior to the Closing. The FDIC Manager shall have received a certificate from each of Guaranty and the Acquirers executed by an executive officer thereof dated as of the Closing, certifying to the foregoing in the form of Exhibit 7.1(f) attached hereto.
Accuracy of Representations and Warranties; Performance. All representations and warranties made by the Transferor 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; STI and the Transferor 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.
