Accuracy of Representations, Warranties and Covenants. The representations, warranties, and covenants of the Purchaser and Seller, contained in this Agreement or on any schedule, list, exhibit, certificate or document delivered by the Company, the Seller, or Avatech pursuant to the provisions hereof shall be true in all material respects on the date hereof and as of the Closing Date.
Accuracy of Representations, Warranties and Covenants. The representations and warranties of Seller contained in this Agreement shall be true and correct in all Material respects as of the date when made and Seller shall have performed and complied with all Material obligations, covenants and agreements with which Seller is required by this Agreement to perform or comply on or before the Closing. (b)
Accuracy of Representations, Warranties and Covenants. No representation or warranty made by Purchaser in this Agreement, contains or will at Closing, contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make such representation or warranty not misleading, in light of the circumstances in which it was made.
Accuracy of Representations, Warranties and Covenants. Except as disclosed in the Seller Disclosure Schedule, (i) each of the representations and warranties made by the Seller in this Agreement shall have been accurate in all material respects as of the date of this Agreement, (ii) each of the representations and warranties made by the Seller in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for such representations and warranties which address matters only as of a particular time, which shall have been accurate in all material respects as of such particular time), and (iii) all of the covenants and obligations that the Seller is required to comply with or to perform at or prior to the Closing shall have been duly complied with and performed in all material respects.
Accuracy of Representations, Warranties and Covenants. No representation, covenant or warranty by ALHC in this Agreement and, to the actual acknowledge of ALHC, no written information, agreements or documents furnished to AUSA by ALHC in connection with the Merger and the other transactions contemplated in this Agreement, contain or will contain any untrue statement of a material fact or omits or will omit to contain a material fact necessary in order to make the statement or information contained in this Agreement or in any such information, agreements or documents, in light of the circumstances under which statement or omission was made, not misleading.
Accuracy of Representations, Warranties and Covenants. Each of the representations and warranties of HM made in Article 3 of this Agreement shall be true in all material respects on and as of the Exercise Date and with the same effect as though such representations and warranties had been made on and as of such date except as otherwise contemplated or permitted by this Agreement, and HM shall not be in breach of any of the covenants of HM made in Article 6 of this Agreement; and Option Writer shall have received a certificate to that effect, in the form attached as Schedule 5.10, dated the Exercise Date and executed on behalf of HM by a duly authorized officer.
Accuracy of Representations, Warranties and Covenants. No representation, covenant or warranty by Buyer in this Agreement and, to the actual acknowledge of Buyer, no written information, agreements or documents furnished to Seller by Buyer in connection with the Asset Purchase and Sale and the other transactions contemplated in this Agreement, contain or will contain any untrue statement of a material fact or omits or will omit to contain a material fact necessary in order to make the statement or information contained in this Agreement or in any such information, agreements or documents, in light of the circumstances under which statement or omission was made, not misleading.
Accuracy of Representations, Warranties and Covenants. The representations and warranties of CFI set forth in Section 6 hereof shall be true and correct in all material respects as of the date when made and as of the Closing Date, except (i) for changes contemplated or permitted by this Agreement and (ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct in all material respects as of such date). CFI shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. CFI shall have delivered to CVIT a certificate of its President dated as of the Closing Date to the effect set forth in this Section 7.1.
Accuracy of Representations, Warranties and Covenants. The representations and warranties of the Company set forth in Article 2 hereof shall be true and accurate in all material respects as of the date when made and as of the Closing Date, except to the extent necessary to reflect the consummation of the transactions provided for herein. The Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. The Company shall have delivered to Galileo a certificate executed by an executive officer dated the day of the Closing Date and signed by the Company to the effect set forth in this Section 4.1.
Accuracy of Representations, Warranties and Covenants. The representations, warranties, and covenants of the Shareholder contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date. All disclosures and schedules shall be current as of the Closing Date, and any changes shall be delivered a reasonable time prior to the Closing Date to DCX for its approval.
