Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Seller shall have performed all of its obligations and complied with each and all of the covenants, agreements, and conditions required to be performed or complied with by it on or prior to the Closing Date.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the Company, as described in Section 3.29, that have been disapproved by the Buyer within five business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, except for failures to be true and correct resulting from omissions or actions taken with the Buyer's written consent; and the Company shall have performed in all material respects all of the covenants and agreements required to be performed by the Company on or prior to the Closing; provided, however, that if the Buyer is to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, the Buyer shall have given the Company written notice describing such representation, warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company shall have cured such noticed inaccuracy or non-performance within five business days after receipt of such notice and without any material adverse effect to the Buyer, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Buyer contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Buyer shall have, in all material respects, performed all obligations and complied with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing. A Certificate of the Chief Executive Officer or Chief Financial Officer of the Buyer shall be delivered to the foregoing effect.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller contained herein shall be accurate in all material respects as if made on and as of the Closing Date, except for changes occurring in the ordinary course of the Business. Seller shall have, in all material respects, performed all obligations and complied with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing. A Certificate of the President of Seller shall be delivered to the foregoing effect.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Buyer contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Buyer shall have performed in all material respects all of its obligations and complied in all material respects with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing. Buyer shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences (the "Buyer's Bring Down Certificate"); provided, however, that such certificate may disclose any facts or circumstances which would cause any representations and warranties to be breached or inaccurate, in which case CEX shall be entitled to elect not to consummate the transactions contemplated hereby as a result of any breach of any representation or warranty set forth therein if, and only if, CEX is entitled to so elect pursuant to the first two sentences of this Section 5.
2.1. If CEX, nevertheless, decides to consummate the transactions contemplated hereby, the breach or inaccuracy of the representations and warranties described in Buyer's Bring Down Certificate shall be deemed cured and may not be relied upon by CEX to avoid any of its obligations hereunder, impose any liabilities or obligations upon Buyer or the Company or otherwise recover from Buyer or the Company with respect thereto and Buyer's Schedules to this Agreement shall be automatically deemed amended as of the date hereof and as of the Closing Date to include any matters set forth on Buyer's Bring Down Certificate. If CEX decides not to consummate the transactions contemplated hereby, as a result of any breach of any representation or warranty pursuant to the first two sentences of this Section 5.2.1, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunder (other than pursuant to Sections 8.2 and 8.3). CEX's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to refuse to complete the Closing under, and to terminate, this Agreement.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Meritage contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Meritage shall have performed all of the obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing.
Accuracy of Warranties and Performance of Covenants. Except as otherwise agreed to in writing by the Parties, the representations and warranties of Xxxxxxx contained herein shall be accurate in all material respects as if made on and as of the Closing Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date). Except as otherwise agreed to in writing by the Parties, the Xxxxxxx Corporations shall have performed all of the obligations, and complied with each and all of the covenants, agreements, and conditions, required to be performed or complied with by them on or prior to closing.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller contained herein shall be accurate in all Material Respects (except that the representation and warranty contained in the first sentence of Section 4.7 shall be true and correct in all respects) when made and as of the Closing Date (except as to matters arising from the date of this Agreement through Closing in the ordinary course of business). Seller shall have performed all obligations and complied in all Material Respects with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing. Seller shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences; provided, however, that such certificate may disclose any facts or circumstances arising after the date hereof which would cause any representations and warranties to be incorrect or agreements or covenants to be unfulfilled and if Parent and Purchaser nevertheless decide to Close, the breach or failure shall be deemed cured and may not be relied upon by Parent and Purchaser to avoid any of its obligations hereunder, impose any liabilities or obligations upon Seller or otherwise recover from Seller with respect thereto.
Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Buyer contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Buyer shall have performed in all material respects all of its obligations and complied in all material respects with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing. Buyer shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences (the "Parent's and Buyer's Bring Down Certificate").
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Purchaser and Parent contained herein shall be accurate in all Material Respects when made and as of the Closing Date. Purchaser and Parent shall have each performed all obligations and complied in all Material Respects with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing. Purchaser and Parent shall each have delivered an Officer's Certificate confirming the matters set forth in each of the foregoing sentences.
