Accuracy of Representations and Warranties; Performance of Covenants. At the Closing Time, the representations and warranties contained herein or in certificates of any officer of the Company or any of its subsidiaries (including the Bank) delivered pursuant to the provisions hereof, shall be true and correct, when made, and at the Closing Time, and the Company shall have performed its covenants and other obligations hereunder.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date) and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date), with the same force and effect as if made at and as of the Post-Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Post-Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and the Stockholder set forth in this Agreement was true, correct and complete in all respects when made and shall also be true, correct and complete in all respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Company and the Stockholder shall have performed and complied in all respects with all agreements and covenants required by this Agreement to be performed by the Company and the Stockholder at or prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Purchaser was true, correct and complete in all respects when made and shall also be true, correct and complete in all respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Purchaser shall have performed and complied with in all respects all agreements and covenants required by this Agreement to be performed by the Purchaser at or prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. (i) Each of the representations and warranties (other than the Fundamental Representations) of the GSRP Parties contained in Article V (without regard to any Material Adverse Effect or materiality qualifications set forth in any such representations and warranties), shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of such time (other than representations and warranties that are expressly made as of another specific date or time, which need only be true and correct as of such date or time), except to the extent that any and all failures of such representations and warranties to be so true and correct, taken as a whole, would not reasonably be expected to result in a Material Adverse Effect.
(ii) Each of the Fundamental Representations of the GSRP Parties shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made at and as of such time (other than representations and warranties that are expressly made as of another specific date or time, which need only be true and correct as of such date or time).
(iii) The GSRP Parties shall have performed and complied in all material respects with all obligations, covenants and agreements required by this Agreement to be performed or complied with by them at or prior to the Closing.
Accuracy of Representations and Warranties; Performance of Covenants. The representations and warranties of the Company Entities and the Seller (other than the Fundamental Representations) contained in this Agreement shall be true and correct except where the failure to be true and correct in all material respects (without giving effect to any “materiality” or similar qualifiers (including “material” and “Material Adverse Effect”) set forth therein (other than with respect to the representations and warranties set forth in Section 3.8(a))), in each case on and as of the Closing with the same force and effect as though made on and as of the Closing (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be accurate on and as of such date or with respect to such period); provided, however, the failure of such representations and warranties of the Company Entities and the Seller to be true and correct in all material respects shall be disregarded to the extent (x) Buyer determines in good faith that the Losses resulting from such failure will be covered under the R&W Insurance Policy or (y) the Losses resulting from such failure are accounted for as a current liability in Net Working Capital (and agreed by Seller to be included pursuant to Section 2.2(c)); and provided, further, that if there is any failure in any of such representations and warranties of the Company Entities and/or the Seller to be true and correct in all material respects, Seller or the Company Entity(ies), as applicable, shall have the right to cure such failure no later than the Outside Date, including, without limitation, through an adjustment to the Purchase Price. The Fundamental Representations shall be true and correct in all respects, in each case on and as of the Closing with the same force and effect as though made on and as of the Closing (other than in respect of de minimis variations or deficiencies and other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be accurate on and as of such date or with respect to such period). The Company and the Seller shall have performed and complied, in all material respects, with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing, other than the covenants and obligations set forth in the first sentence of Section 6.6, which...
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of PRCO was true, correct and complete in all material respects when made (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date) and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date), with the same force and effect as if made at and as of the Post-Closing Date. PRCO shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by PRCO at or prior to the Post-Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made and shall also be true, correct and complete in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Covenants. (i) Each of the representations and warranties of the Seller contained in this Agreement that is qualified by reference to phrases such as “material”, “in all material respects” or “Seller Material Adverse Effect” shall be true and correct in all respects and each of the representations and warranties not so qualified shall be true and correct in all material respects as of the Closing with the same force and effect as though made on and as of the Closing (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be true is the result of an action that is expressly permitted by clauses (i) through (v) of Section 5.1 or is otherwise expressly consented to in writing by the Buyer; (ii) the Seller shall have, in all material respects, performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by the Seller on or prior to the Closing Date; and (iii) the Buyer shall receive at the Closing a certificate, dated as of the Closing Date and executed by the Seller’s principal executive officer, certifying the fulfillment of the conditions set forth in this Section 7.2(a) with respect to the Seller;
Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of Purchaser set forth in Article IV of this Agreement shall be true and correct in all material respects (or in all respects, to the extent any such representation and warranty is already qualified by materiality) on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that to the extent such representations and warranties address matters only as of a particular date, such representations and warranties shall, to such extent, be true and correct on and as of such particular date as if made on and as of such particular date. Purchaser shall have performed and complied in all material respects with all of its covenants, agreements and conditions required to be performed, satisfied or complied with by it hereunder on or prior to the Closing.
