Accuracy of the Representations and Warranties. The representations and warranties of the Purchaser shall be true and correct in all respects as of the date hereof and as of the Second Closing as though made at and as of the Second Closing (other than such representations and warranties as are made as of an earlier date, which shall be so true and correct as of such earlier date) except, in each case, as would not reasonably be expected, individually or in the aggregate, to prohibit or materially and adversely impact Purchaser’s performance of its obligations under this Agreement.
Accuracy of the Representations and Warranties. (i) The Fundamental Representations shall be true and correct in all respects as of the date hereof and as of the Closing as though made at and as of the Closing (other than such representations and warranties as are made as of an earlier date, which shall be so true and correct as of such earlier date) and (ii) the other representations and warranties of the Company set forth on Exhibit C (A) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifier shall be true and correct in all respects as of the date hereof and as of the Closing as though made at and as of the Closing (other than such representations and warranties as are made as of an earlier date, which shall be so true and correct as of such earlier date) and (B) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifier shall be true and correct in all material respects as of the date hereof and as of the Closing as though made at and as of the Closing (other than such representations and warranties as are made as of an earlier date, which shall be so true and correct as of such earlier date).
Accuracy of the Representations and Warranties. The representations and warranties of the Company and Pathnet contained in this Agreement shall be true and correct in all material respects on the date hereof and, except for representations and warranties made with respect to a specified date, at and as of the Closing Date.
Accuracy of the Representations and Warranties. (i) The Fundamental Representations shall be true and correct in all material respects as of the date hereof and as of the Second Closing as though made at and as of the Second Closing (other than such representations and warranties as are made as of an earlier date, which shall be so true and correct as of such earlier date) and (ii) the other representations and warranties of the Company shall be true and correct as of the date hereof and as of the Second Closing as though made at and as of the Second Closing (other than such representations and warranties as are made as of an earlier date, which shall be so true and correct as of such earlier date), except in each case for such failure to be true and correct that, individually or in the aggregate, has not resulted in a Material Adverse Effect, in all cases disregarding all materiality qualifiers in such representations and warranties.
Accuracy of the Representations and Warranties. The representations and warranties made by the Transferee hereunder shall be true and correct as of the date on which they were made (unless they speak as of a specific, earlier date, in which case they shall be so true and correct as of such date) and as of the Initial Closing Date.
Accuracy of the Representations and Warranties. The representations and warranties of the Company and each Purchaser shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
Accuracy of the Representations and Warranties. The representations and warranties of the Stockholders contained in this Agreement shall be true and correct in all material respects on the date hereof and, except for representations and warranties made with respect to a specified date, at and as of the Closing Date.
Accuracy of the Representations and Warranties. The representations and warranties of Dow Xxxxx and DJBI as set forth in Article 3 hereof shall be true and correct in all material respects on the Closing Date as though made on the Closing Date; and Dow Xxxxx and DJBI shall have delivered to Reuters a certificate to such effect, dated the Closing Date, signed by an authorized officer of each of Dow Xxxxx and DJBI;
Accuracy of the Representations and Warranties. (i) Each of the Special Representations and the representations contained in Section 3.4(f) shall have been accurate in all respects as of the date of this Agreement (other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all respects as of such date), provided that any updates to the Azur Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(ii) Each of the representations and warranties made by Azur contained in Article III other than the Special Representations and the representation contained in Section 3.4(f) shall have been accurate in all respects as of the date of this Agreement (other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all respects as of such date), in each case except where the failure of such representations and warranties to be accurate does not and would not reasonably be expected to have an Azur Material Adverse Effect; provided that for purposes of determining the accuracy of such representations and warranties: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) updates to the Azur Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(iii) Each of the Special Representations shall have been accurate in all respects as of the Closing Date as if made as of the Closing Date (other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all respects as of such date), provided that any updates to the Azur Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(iv) Each of the representations and warranties made by Azur contained in Article III other than the Special Representations and the representation contained in Section 3.4(f) shall have been accurate in all respects as of the Closing Date (other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all respects as of such date), in each case except where the failure of such representations and warranties to be accurate does not and would not reasonably be expected to have an Azur Material Adverse Effect; provided, that for purposes of determ...
Accuracy of the Representations and Warranties. (i) Each of the representations and warranties made by Jazz contained in Sections 4.1 (“Due Incorporation”), 4.2 (“Due Authorization”) and 4.4(a) (“Capitalization; Structure”) shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (in each case other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all respects as of such date).
(ii) Each of the representations and warranties (other than the representations and warranties made by Jazz contained in Sections 4.1, 4.2 and 4.4(a)) made by Jazz contained in Article IV shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (in each case other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all respects as of such date) in each case except where the failure of such representations and warranties to be accurate does not and would
