Acquisition Agreement Representations. All of the Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date (unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date).
Acquisition Agreement Representations. The Acquisition Agreement Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case representations and warranties shall be true and correct in all material respects as of such earlier date), but only to the extent that Holdings (or its applicable subsidiaries) have the right (taking into account any applicable cure periods) to terminate its obligation to consummate the Acquisition under the Acquisition Agreement or the right not to consummate the Acquisition pursuant to the Acquisition Agreement as a result of a breach of such representations and warranties, in each case, in accordance with the terms thereof.
Acquisition Agreement Representations. To the extent reasonably necessary to preserve or protect the rights of the Secured Parties in respect of the Collateral, Cedar Fair LP covenants and agrees to enforce and pursue all remedies reasonably available to it in connection with any breach of a representation and warranty made by Seller under the Acquisition Agreement.
Acquisition Agreement Representations. To the knowledge of the Company, (i) the representations and warranties of Endeavor made in the Acquisition Agreement are true and correct in all material respects as of the date hereof, except to the extent such representations and warranties are (A) made as of another date, in which case, such representations and warranties shall be true and correct in all respects as of that date, in each case, with the same force and effect as if made as of the date hereof and (B) qualified by a materiality or “Material Adverse Effect” qualifier in the Acquisition Agreement, in which case they are true and correct as of the date hereof, in each case, subject to the qualifications set forth in the Company Disclosure Letter (as defined in the Acquisition Agreement) and (ii) Endeavor has complied in all material respects with the covenants in the Acquisition Agreement applicable to it and required to be complied by it as of the date hereof. Nothing has come to the attention of the Company that would cause it to reasonably believe that the Acquisition will not be consummated substantially in accordance with the terms of the Acquisition Agreement.
Acquisition Agreement Representations. Each of the Acquisition Agreement Representations shall be true and correct in all material respects (except Acquisition Agreement Representations that are qualified by materiality, which shall be true and correct), in each case at the time of, and immediately after giving effect to, the making of the Loan on the Closing Date.
Acquisition Agreement Representations. To the best of the ------------------------------------- Company's knowledge after due inquiry, the representations and warranties made by Seller and NEC in the Acquisition Agreement are true and correct in all material respects.
Acquisition Agreement Representations. On the Funding Date, the representations in the Acquisition Agreement that are material to the interests of the Lenders and solely to the extent that Company has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Acquisition Agreement and as of the Funding Date, as though made on and as of the Funding Date, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have an Acquisition MAC.
Acquisition Agreement Representations. The representations and warranties made by the Acquired Companies in the Acquisition Agreement are true and correct in all material respects, and the representations and warranties made by the Company in the Acquisition Agreement are true and correct in all material respects, in each case regardless of any limitation on survival set forth in the Acquisition Agreement.
Acquisition Agreement Representations. The Acquisition Agreement Representations shall be true and correct in all respects as of the Funding Date except to the extent that Holdings or its applicable Affiliate would not have the right to terminate its obligations, or to decline to consummate the Acquisition pursuant to the Acquisition Agreement, as a result of a breach of such representations and warranties under the Acquisition Agreement.
Acquisition Agreement Representations. Nothing has come to the attention of the Company that would cause it to believe that the Acquisition will not be consummated substantially in accordance with the terms of the Acquisition Agreement or the description of the Acquisition Agreement included or incorporated by reference in the Time of Sale Prospectus and the Prospectus. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter, or to counsel for the Underwriters, in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1A. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
