Accuracy of Representations and Warranties; Performance of Obligations. At Closing, Seller shall certify to Purchaser that (i) the representations and warranties of Seller herein contained are true and correct as of the Closing Date with the same effect as though made on the Closing Date (except for changes permitted or contemplated by the terms of this Agreement or except to the extent that such changes expressly relate to an earlier date); and (ii) Seller has performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by Seller prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects on the Closing Date, as though made on and as of the Closing Date, and Buyer shall have performed in all material respects or complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing, except (a) to the extent of changes or developments permitted by the terms of the Agreement and (b) for representations and warranties that speak as of a specific date or time (which need be true and correct only as of such date or time); and Buyer shall have delivered to Parent a certificate dated the Closing Date and signed by an officer of Buyer in the officer’s capacity as such confirming the foregoing.
Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Parent and Merger Subsidiary contained in this Merger Agreement, or in any certificate or document delivered pursuant to the provisions hereof shall be true and correct on and as of the Effective Time as though such representations and warranties were made at and as of such time. Parent shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions contained in this Merger Agreement to be performed and complied with by it at or prior to the Effective Time.
Accuracy of Representations and Warranties; Performance of Obligations. (a) The representations and warranties of Gart and MergerSub contained in this Agreement shall be true and correct except where the failure to be true and correct would not have a Material Adverse Effect on Gart and its Subsidiaries taken as a whole (it being understood that, notwithstanding anything to the contrary contained in this Agreement, for the sole purpose of determining whether there has been a Material Adverse Effect as a result of any inaccuracy of a representation or warranty of Gart or MergerSub, such representation or warranty shall be read as if it were not qualified by "material" or "Material Adverse Effect"), in each case on the date hereof and at the Effective Time (unless the representations and warranties address matters as of a particular date, in which case they shall remain true and correct in all respects as of such date).
(b) Each of Gart and MergerSub shall have performed or complied in all material respects with all covenants contained in this Agreement or in any agreement, certificate or instrument to be executed by such party pursuant hereto required to be performed or complied with by such party either at or prior to the Closing.
Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties made by Seller herein shall be true and correct on the Closing Date; and Seller shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date.
Accuracy of Representations and Warranties; Performance of Obligations. The Fundamental Representations of Buyer set forth in Article IV shall be true and correct, except for de minimis inaccuracies, as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date, except for such representations made as of an earlier date or time, which need be true and correct only as of such earlier date or time. The representations and warranties of Buyer (other than the Fundamental Representations) set forth in Article IV shall be true and correct in all respects (without giving effect to any limitation indicated by the words “material adverse effect,” “in all material respects,” “material,” or “materiality”) as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer by the Effective Time, except (a) for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time) and (b) for breaches of such representations and warranties that, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. #88810454v1 Buyer shall have delivered to Parent a certificate dated the Closing Date and signed by an officer of Buyer in the officer’s capacity as such confirming the foregoing in this Section 7.1.
Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Parent set forth in this Agreement shall be true and correct in all material respects on the Closing Date, as though made on and as of the Closing Date, and Parent shall have performed in all material respects or complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by Parent by the time of the Closing, except (a) to the extent of changes or developments permitted by the terms of this Agreement, including those arising in the ordinary course of business to the extent they are conducted in accordance with Section 4.2, (b) for representations and warranties that speak as of a specific date or time (which need be true and correct only as of such date or time), (c) the representations and warranties set forth in Sections 3.1(e) shall be true and correct in all respects on the Closing Date (other than de minimis inaccuracies), and (d) for breaches that have been cured (including through the granting of a post-Closing indemnity for all damages related to such breaches); and Parent shall have delivered to Buyer a certificate dated the Closing Date and signed by an officer of Parent in the officer’s capacity as such confirming the foregoing.
Accuracy of Representations and Warranties; Performance of Obligations. The Fundamental Representations (excluding, for this purpose, the representations set forth in (x) Section 3.3(a)(ii), Section 3.3(b)(i) and Section 3.4 (in each case, solely with respect to the representations and warranties made thereunder related to the Individual Shares and the Individual Owners), (y) Section 3.3(c) and (z) Section 3.17(a)) of Parent set forth in Article III shall be true and correct, except for de minimis inaccuracies, as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date, except for such representations made as of an earlier date or time, which need be true and correct only as of such earlier date or time. The representations and warranties of Parent (other than the Fundamental Representations (excluding, for this purpose, the representations set forth in (x) Section 3.3(a)(ii), Section 3.3(b)(i) and Section 3.4 (in each case, solely with respect to the representations and warranties made thereunder related to the Individual Shares and the Individual Owners), (y) Section 3.3(c) and (z) Section 3.17(a))) set forth in Article III shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Material Adverse Effect,” “in all material respects,” “material,” or “materiality”) as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, and Parent shall have performed or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Parent by the Effective Time, except (a) for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time) and (b) for breaches of such representations and warranties that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Parent shall #88810454v1 have delivered to Buyer a certificate dated the Closing Date and signed by an officer of Parent in the officer’s capacity as such confirming the foregoing in this Section 6.1.
Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of the Shareholders set forth in this Agreement are true and correct as of and as if made on the Closing Date and Effective Date. Each Shareholder has performed all obligations required to be performed by such Shareholder under this Agreement.
Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Buyer made in this Agreement shall: (a) in the case of any representation or warranty containing any materiality or Material Adverse Effect qualification, be true and correct in all respects as of the date of this Agreement; and (b) in the case of any representation or warranty without any materiality or Material Adverse Effect qualification, be true and correct in all respects as of the date of this Agreement, except where the failure of such representation or warranty to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect. Buyer shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by Buyer as of the date of this Agreement.
