Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Buyer shall have performed all of the covenants and complied in all respects with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Buyer shall have performed all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Buyer and CCG contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Buyer and CCG shall have performed all of the covenants and complied in all respects with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
Bringdown of Representations and Warranties; Covenants. Each of (i) the Seller’s Fundamental Representations shall be true and correct in all material respects, and (ii) the other representations and warranties of Seller and VION contained in Article IV of this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or shall be true and correct in all material respects (in the case of any representation or warranty not qualified by materiality, Material Adverse Effect or other similar materiality standard or qualification), in each case, on and as of the date of this Agreement and the Closing Date, with the same force and effect as though such representations and warranties had been made as of the Closing Date, except to the extent that any representation and warranty relates exclusively to an earlier date, in which case any such representation and warranty shall be so true and correct as of such earlier date; provided, however, that the condition set out in Section 8.1(a)(ii) shall be deemed to be satisfied unless the failure of any and all of the representations and warranties referred to therein to be so true and correct would, in the aggregate, have a Material Adverse Effect. Each of Seller and VION shall have performed all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing. There shall be delivered to Buyer a certificate of an executive officer of Seller dated the Closing Date to the effect that the conditions specified in this Section 8.1(a) have been satisfied.
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Seller and Xx. Xxxxxx contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Seller and Xx. Xxxxxx shall have performed in all respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Sellers contained in this Agreement that are qualified as to materiality shall be true and correct, and all such representations and warranties that are not qualified as to materiality shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Sellers shall have performed in all respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by them at or before the Closing.
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of the Seller, EVSA, DRUSA, HEI and/or SALN contained in this Agreement shall be true and correct in all respects on and as of the Closing Date, except to the extent that any representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and complete in all respects as of such earlier date. Each of the Seller, EVSA, DRUSA, HEI and SALN shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Stockholders contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Stockholders shall have performed in all respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by them at or before the Closing.
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of Parent and Parent Sub contained in this Agreement shall be true and correct in all material respects on and as of the Effective Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Effective Closing Date. Parent and Parent Sub shall have performed all of the covenants and complied in all respects with all of the provisions required by this Agreement to be performed or complied with by them at or before the Closing.
Bringdown of Representations and Warranties; Covenants. Each of the representations and warranties of the Transferor contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. The Transferor shall have performed in all respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
