Accuracy of Warranties. A certificate, dated as of Closing Date, executed by the Sellers, certifying that the warranties set out in Section 5 are true and correct; and
Accuracy of Warranties. To Seller’s knowledge, no representation or warranty by Seller in the Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained in the Agreement, in light of the circumstances under which they were made, not misleading.
Accuracy of Warranties. (v) neither this Agreement nor any document, schedule, list, certificate, declaration under oath or written statement now or hereafter furnished by the Acquirer to the Vendors or the Company in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement or representation of a material fact on the part of the Acquirer, or omits or will omit on behalf of the Acquirer to state a material fact necessary to make any such statement or representation therein or herein contained not misleading.
Accuracy of Warranties. The representations and warranties of Sellers made to all Buyers or the GM Buyers, but, for the avoidance of doubt, not the representations and warranties of Sellers made exclusively to the Company Buyer, contained in this Agreement (without taking into account any materiality, material adverse effect or Material Adverse Effect qualification therein), will be true and correct as of the Closing Date as if made on such date without regard to any changes to the schedules referred to in such representations and warranties submitted after the date of this Agreement (except for representations and warranties that speak as of a specific date or time, which will be true and correct only as of such date or time), except where the failure of such representation and warranty to be true and correct would not have a material adverse effect on Sellers’ ability to consummate the transactions contemplated by this Agreement.
Accuracy of Warranties. Each of the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Sections 3.1(b), 3.1(c), 3.1(d) and 3.2, the last sentence of Section 3.4(a), clause (B) of the last sentence of Section 3.4(b), the first sentence of Section 3.14 (with respect only to the matters set forth in Section 5.2(g)), the last sentence of Section 3.14, and Section 3.17 shall be true and correct in all respects (except, with respect to Section 3.1(b) only, for any de minimis inaccuracy) at and as of the date hereof and at and as of the Effective Time with the same effect as though made as of the Effective Time (except to the extent such representations and warranties are made as of an earlier date (in which case, as of such earlier date)). Other than the representations and warranties listed in the immediately preceding sentence, each of the representations and warranties of the Company contained in this Agreement (without giving effect to any materiality, Company Material Adverse Effect or like qualifications therein) shall be true and correct in all respects at and as of the date hereof and the Effective Time with the same effect as though made as of the Effective Time (except to the extent such representations and warranties are made as of an earlier date (in which case, as of such earlier date)), except, in each case, for such failures to be true and correct as would not have or reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.
Accuracy of Warranties. Each of the representations and warranties of Parent and the Merger Subs set forth in Sections 4.1, 4.2(a), 4.2(b), 4.3, 4.5 and the last sentence of Section 4.10 shall be true and correct in all respects (except, with respect to Section 4.2(a) only, for any de minimis inaccuracy) at and as of the date hereof and at and as of the Effective Time with the same effect as though made as of the Effective Time (except to the extent such representations and warranties are made as of an earlier date (in which case, as of such earlier date)). Other than the representations and warranties listed in the immediately preceding sentence, each of the representations and warranties of Parent and Merger Sub contained in this Agreement (without giving effect to any materiality, Parent Material Adverse Effect or like qualifications therein) shall be true and correct in all respects at and as of the date hereof and the Effective Time with the same effect as though made as of the Effective Time (except to the extent such representations and warranties are made as of an earlier date (in which case, as of such earlier date)), except for such failures to be true and correct as would not have or reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect.
Accuracy of Warranties. Other than the representations and warranties of the Company set forth in Sections 3.1(b), 3.1(c), 3.2 and 3.17 (collectively, the “Fundamental Representations”), each of the representations and warranties of the Company and the Representative contained in this Agreement shall be true and correct in all respects as of the Effective Time with the same effect as though made as of the Effective Time (except to the extent such representations and warranties are made as of an earlier date (in which case, as of such earlier date)), except, in each case, for such failures to be true and correct that do not constitute, either individually or in the aggregate, a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole. Each of the Fundamental Representations shall be true and correct (except for any de minimis inaccuracy) as of the Effective Time with the same effect as though made as of the Effective Time (except to the extent such representations and warranties are made as of an earlier date (in which case, as of such earlier date)).
Accuracy of Warranties the accuracy as of the Agreement Date and the Issue Date, of the warranties set out in Clause 4 or in any relevant Subscription Agreement, and there having been no event rendering inaccurate any of such warranties of the Issuer with reference to the facts and circumstances then subsisting;
Accuracy of Warranties. The representations and warranties of the GM Buyers in ARTICLE 5 of this Agreement, of GM in ARTICLE 6 of this Agreement and of the Company Buyer in ARTICLE 7 of this Agreement (without taking into account any materiality or material adverse effect qualification therein), will be true and correct as of date of the Agreement and as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which will be true and correct only as of such date or time), except where the failure of such representation and warranty to be true and correct would not have a material adverse effect on Buyers’ ability to consummate the transactions contemplated by this Agreement.
Accuracy of Warranties. The warranties of the Sellers in this Agreement and in any certificates, documents or agreements furnished by any member of the Target Group or the Sellers pursuant to this Agreement (other than Section 3.3) that are qualified by materiality shall be true and correct in all respects both when made and as of the Closing Date, and each such warranty that is not so qualified shall be true and correct in all material respects both when made and as of the Closing Date, (except in each case, to the extent expressly made as of an earlier date, in which case as of the earlier date), and the warranties of the Sellers pursuant to Section 3.3 shall be true and correct in all respects both when made and as of the Closing Date.
