Accuracy of Seller’s Representations and Warranties. Except as otherwise permitted by this Agreement, all representations and warranties of Seller included in this Agreement or in any written statement that shall be delivered to Buyer under this Agreement shall be true on and as of the Closing Date as though made at that time.
Accuracy of Seller’s Representations and Warranties. All representations and warranties by Seller in this Agreement or in any written statement that shall be delivered to Buyer by Seller under this Agreement shall be true on and as of the Closing Date as though made at that time.
Accuracy of Seller’s Representations and Warranties. All representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on the applicable Closing Date as if made on and as of such Closing Date.
Accuracy of Seller’s Representations and Warranties. Subject to Section 7(b), all of Seller’s representations and warranties contained in or made pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date.
Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Seller's representations and warranties set forth in Section 9 below shall be true and correct as of the Closing, as modified by any "Pre-Closing Disclosures" (as defined in Section 9(B) below). Notwithstanding the foregoing, if Seller makes any Pre-Closing Disclosure to Purchaser, Purchaser shall have the right to terminate this Agreement and receive the return of the Xxxxxxx Money by delivering written notice thereof to Seller on or before the earlier of: (i) the Closing; or (ii) the fifth (5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8(C), then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.
Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Sellers’ representations and warranties set forth in Section 9.1 below and in Section 8 of the Company Disclosure Letter shall be materially true and correct as of the Closing Date. If the foregoing condition is not satisfied and (a) such failure would result in a material adverse effect on the Property or Purchaser, and (b) Sellers have not cured such failure to Purchaser’s reasonable satisfaction as of the Closing Date (provided that Sellers shall have the right but not the obligation, in their sole and absolute discretion, by written notice delivered to Purchaser on or before the then scheduled Closing Date (as may have been extended hereunder), to extend the Closing Date for a period not to exceed thirty (30) days to cure such failure), then Purchaser, as Purchaser’s sole remedy, shall have the right to terminate this Agreement by delivering written notice thereof to Sellers on the Closing Date, and upon timely delivery of such written notice to Sellers, this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.6, then such representations and warranties shall be deemed modified to take into account any such fact of which Purchaser was aware prior to or at Closing. In the event Purchaser closes with knowledge that a representation or warranty is untrue, Purchaser is prohibited from making any claims against Sellers as a result thereof.
Accuracy of Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement other than the Fundamental Representations of Seller, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect (other than with respect to Section 3.6(b) and Section 3.8(iv)), shall be true and correct, in each case on and as of the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the Company Entities, taken as a whole; provided, that the representations and warranties set forth in Section 3.6(b) and Section 3.8(iv) shall be true and correct in all respects.
(ii) The Fundamental Representations of Seller contained in this Agreement shall be true and correct in all material respects in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date).
Accuracy of Seller’s Representations and Warranties. All representations and warranties by Seller in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.
Accuracy of Seller’s Representations and Warranties. (a) The representations and warranties of Seller contained in Sections 4.1 (other than the last sentence of such Section), 4.5 and 4.8 shall be true and correct when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct as of such date).
(b) The representations and warranties of Seller contained in the last sentence of Section 4.1, the first sentence of Section 4.2 and the first sentence of Section 4.7 and Sections 4.3 and 4.20, in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct in all material respects as of such date).
(c) The representations and warranties of Seller contained in Article IV (other than the representations and warranties contained in the first sentence of Section 4.2 and the first sentence of Section 4.7 and the representations and warranties contained in Sections 4.1, 4.3, 4.5, 4.8 and 4.20), in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct when made and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct as of such date), except to the extent that the failure of 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 the foregoing, Buyer acknowledges and agrees that any breach of the first sentence of Section 4.24(b) caused by the announcement of the transactions contemplated by this Agreement shall not constitute a breach of the first sentence of Section 4.24(b) for the purposes of determining whether th...
Accuracy of Seller’s Representations and Warranties. As a condition to the obligations of Purchaser to close hereunder, each of Seller’s representations and warranties set forth in Section 9.1 below shall be materially true and correct as of the Closing, as modified by any Pre-Closing Disclosures (as defined in Section 9.2 below). Notwithstanding the foregoing, if Seller makes any material Pre-Closing Disclosure to Purchaser (excluding any Pre-Closing Disclosures that result from actions taken by Seller that are permitted under Section 9.3 or otherwise under this Agreement), Purchaser shall have the right to terminate this Agreement and receive the return of the Exxxxxx Money by delivering written notice thereof to Seller on or before the earlier of the Closing, or the fifth (5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure, in which event this Agreement shall terminate and be of no further force or effect, except as may expressly survive termination hereof. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.4, then such representations and warranties shall be deemed modified to conform them to the Pre-Closing Disclosure.
