Accuracy of Seller Representations and Warranties. (1) Each of the representations and warranties of Seller set forth in Sections 3.1 and 3.3 (Organization and Good Standing; Authorization of Transactions), Sections 3.6 and 3.7 (Title to Transferred Assets; Sufficiency), and Section 3.11 (Brokers’ and Finders’ Fees) (without giving any effect to any qualification as to “materiality” or “Material Adverse Effect” therein) shall be true and correct in all material respects, both as of the date of this Agreement and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, in which case as of such date). (2) Each of the representations and warranties of Seller set forth in this Agreement (other than in Sections 3.1 and 3.3 (Organization and Good Standing; Authorization of Transactions), Sections 3.6 and 3.7 (Title to Transferred Assets; Sufficiency), and Section 3.11 (Brokers’ and Finders’ Fees)) (without giving any effect to any qualification as to “materiality” or “Material Adverse Effect” therein) shall be true and correct in all respects, both as of the date of this Agreement and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, in which case as of such date) except where any failures of any such representations and warranties to be true and correct would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Notwithstanding and without prejudice to the foregoing sentence, the representations and warranties of Seller set forth in Section 3.10(b)(ii) of this Agreement shall be true and correct in all respects, both as of the date of this Agreement and as of the Closing, except where any failures of any such representations and warranties to be true and correct would not, individually or in the aggregate, be or reasonably be expected to be materially adverse to the business, assets (whether tangible or intangible), liabilities, condition (financial or otherwise) or operations of Seller and its Subsidiaries, taken as a whole.
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Accuracy of Seller Representations and Warranties. (1A) Each of the The representations and warranties of Seller set forth in Sections 3.1 and 3.3 Section 4.1 (Seller Organization and Good Standing; Authorization of TransactionsAuthority and Enforceability), Sections 3.6 and 3.7 Section 4.4 (Title to Transferred Assets; Sufficiency), Title) and Section 3.11 4.17 (Brokers’ and Finders’ Brokerage Fees) (without giving any effect to any qualification shall have been true and correct in all material respects on and as to “materiality” or “Material Adverse Effect” therein) of the date of this Agreement and shall be true and correct in all material respects, both respects on and as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, which shall have been true and correct in which case all respects as of such date).
(2B) Each of the The representations and warranties of Seller set forth in this Agreement (other than in Sections 3.1 and 3.3 Section 4.1 (Seller Organization and Good Standing; Authorization of TransactionsAuthority and Enforceability), Sections 3.6 and 3.7 Section 4.4 (Title to Transferred Assets; Sufficiency), Title) and Section 3.11 4.17 (Brokers’ and Finders’ Brokerage Fees)) (without giving any effect to any qualification shall have been true and correct in all respects on and as to “materiality” or “Material Adverse Effect” therein) of the date of this Agreement and shall be true and correct in all respects, both respects on and as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, which shall have been true and correct in which case all material respects as of such date) ), except where any failures the failure of any such representations and warranties to be so true and correct would notcorrect, individually or in the aggregate, have or reasonably be expected to would not have a Business Material Adverse Effect. Notwithstanding and without prejudice ; provided, however, that all qualifications as to the foregoing sentence, the representations and warranties of Seller “materiality” or “Business Material Adverse Effect” or similar concept set forth in Section 3.10(b)(ii) of this Agreement shall be true and correct in all respects, both as of the date of this Agreement and as of the Closing, except where any failures of any such representations and warranties to shall be true and correct would not, individually or in the aggregate, be or reasonably be expected to be materially adverse to the business, assets (whether tangible or intangibledisregarded for purposes of this Section 3.4(b)(i)(B), liabilities, condition (financial or otherwise) or operations of Seller and its Subsidiaries, taken as a whole.
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Accuracy of Seller Representations and Warranties. (1A) Each of the Seller Fundamental Representations shall have been true and correct in all but de minimis respects on and as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such Seller Fundamental Representations that address matters only as of a specified date, which shall have been true and correct in all but de minimis respects as of such date).
(B) The representations and warranties of Seller set forth in Section 5.8(b) of this Agreement shall have been true and correct in all respects on and as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date.
(C) Each of the representations and warranties of Seller set forth in Sections 3.1 this Agreement (other than the Seller Fundamental Representations and 3.3 the representations and warranties of Seller set forth in Section 5.8(b)) shall have been true and correct in all respects (Organization and Good Standing; Authorization of Transactions), Sections 3.6 and 3.7 (Title to Transferred Assets; Sufficiency), and Section 3.11 (Brokers’ and Finders’ Fees) (without giving disregarding any effect to any qualification as to “materiality” or “Business Material Adverse Effect” thereinqualifier) on and as of the date of this Agreement and shall be true and correct in all material respects, both respects (disregarding any “materiality” or “Business Material Adverse Effect” qualifier) on and as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, which shall have been true and correct in which case all respects as of such date).
(2) Each of the representations and warranties of Seller set forth in this Agreement (other than in Sections 3.1 and 3.3 (Organization and Good Standing; Authorization of Transactions), Sections 3.6 and 3.7 (Title to Transferred Assets; Sufficiency), and Section 3.11 (Brokers’ and Finders’ Fees)) (without giving any effect to any qualification as to “materiality” or “Material Adverse Effect” therein) shall be true and correct in all respects, both as of the date of this Agreement and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, in which case as of such date) except where any failures of any such representations and warranties failure to be true and correct would nothas not had, individually or in the aggregate, have or reasonably be expected to have a Business Material Adverse Effect. Notwithstanding and without prejudice to the foregoing sentence, the representations and warranties of Seller set forth in Section 3.10(b)(ii) of this Agreement shall be true and correct in all respects, both as of the date of this Agreement and as of the Closing, except where any failures of any such representations and warranties to be true and correct would not, individually or in the aggregate, be or reasonably be expected to be materially adverse to the business, assets (whether tangible or intangible), liabilities, condition (financial or otherwise) or operations of Seller and its Subsidiaries, taken as a whole.
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Samples: Asset Purchase Agreement (Greenbrier Companies Inc)
Accuracy of Seller Representations and Warranties. (1A) Each of the The representations and warranties of Seller set forth in Sections 3.1 and 3.3 (Organization and Good Standing; Authorization of Transactions), Sections 3.6 and 3.7 (Title to Transferred Assets; Sufficiency), Section 4.1 and Section 3.11 (Brokers’ and Finders’ Fees) (without giving any effect to any qualification as to “materiality” or “Material Adverse Effect” therein) shall 4.18 will be true and correct in all material respects, both respects on and as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, which will have been true and correct in which case all material respects as of such date).
(2B) Each The representations and warranties of Seller set forth in the second sentence of Section 4.7 shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date.
(C) The representations and warranties of Seller set forth in this Agreement (other than those specified in Sections 3.1 3.4(b)(i)(A) and 3.3 (Organization and Good Standing; Authorization of Transactions), Sections 3.6 and 3.7 (Title to Transferred Assets; Sufficiency), and Section 3.11 (Brokers’ and Finders’ Fees3.4(b)(i)(B)) (without giving any effect to any qualification as to “materiality” or “Material Adverse Effect” therein) shall will be true and correct in all respects, both respects on and as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, which will have been true and correct in which case all respects as of such date) ), except where any failures the failure of any such representations and warranties to be so true and correct correct, considered collectively, would not, individually or in the aggregate, have or reasonably be expected to not have a Business Material Adverse Effect. Notwithstanding and without prejudice ; provided, however, that all qualifications as to the foregoing sentence, the representations and warranties of Seller “materiality” or “Business Material Adverse Effect” or similar concept set forth in Section 3.10(b)(ii) of this Agreement shall be true and correct in all respects, both as of the date of this Agreement and as of the Closing, except where any failures of any such representations and warranties to will be true and correct would not, individually or in the aggregate, be or reasonably be expected to be materially adverse to the business, assets (whether tangible or intangibledisregarded for purposes of this Section 3.4(b)(i)(C), liabilities, condition (financial or otherwise) or operations of Seller and its Subsidiaries, taken as a whole.
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Accuracy of Seller Representations and Warranties. (1A) Each of the representations and warranties of Seller set forth in Sections 3.1 and 3.3 Section 4.1 (Organization and Good Standing; Authorization Authority and Enforceability) shall have been true and correct in all respects on and as of Transactions), Sections 3.6 the date of this Agreement and 3.7 (Title to Transferred Assets; Sufficiency), and Section 3.11 (Brokers’ and Finders’ Fees) (without giving any effect to any qualification as to “materiality” or “Material Adverse Effect” therein) shall be true and correct in all material respects, both respects on and as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, which shall have been true and correct in which case all respects as of such date).
(2B) Each of the representations and warranties of Seller set forth in this Agreement (other than in Sections 3.1 and 3.3 Section 4.1 (Organization and Good Standing; Authorization of Transactions), Sections 3.6 Authority and 3.7 (Title to Transferred Assets; Sufficiency), and Section 3.11 (Brokers’ and Finders’ FeesEnforceability)) (without giving any effect to any qualification as to that is not qualified by “materiality” or “Business Material Adverse Effect” therein) or similar concept shall have been true and correct in all material respects on and as of the date of this Agreement and shall be true and correct in all respects, both material respects on and as of the date of this Agreement Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, which shall have been true and correct in which case all material respects as of such date).
(C) except where any failures Each of any such representations and warranties to be true and correct would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Notwithstanding and without prejudice to the foregoing sentence, the representations and warranties of Seller set forth in Section 3.10(b)(ii) of this Agreement (other than in Section 4.1 (Organization and Good Standing; Authority and Enforceability)) that is qualified by “materiality” or “Business Material Adverse Effect” or similar concept shall be have been true and correct in all respects, both respects on and as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing, except where any failures Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties to be that address matters only as of a specified date, which shall have been true and correct would not, individually or in the aggregate, be or reasonably be expected to be materially adverse to the business, assets (whether tangible or intangibleall respects as of such date), liabilities, condition (financial or otherwise) or operations of Seller and its Subsidiaries, taken as a whole.
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Samples: Asset Purchase Agreement (Integrated Device Technology Inc)