Closing Date Representations. (i) The Specified Acquisition Agreement Representations and (ii) the Specified Representations shall be true and correct in all material respects (or, to the extent qualified by materiality, in all respects).
Closing Date Representations. On the Closing Date, each Purchaser hereby represents and warrants to the Company, severally but not jointly, and solely with respect to such Purchaser as follows:
Closing Date Representations. Each of the representations and warranties in Article III of this Agreement shall be true and correct in all material respects (or, to the extent that any such representation is qualified by “materiality”, true and correct in all respects) on and as of the Closing Date.
Closing Date Representations. (i) The Specified Acquisition Agreement Representations (subject in each case to any materiality qualifiers set forth in Section 6.2 (“Additional Parent and Merger Subsidiary Conditions” of the Closing Date Acquisition Agreement) shall be true and correct in all material respects as of the Closing Date (or true and correct in all material respects as of a specified date, if earlier) and (ii) the Specified Representations shall be true and correct in all material respects as of the Closing Date (or true and correct in all material respects as of a specified date, if earlier).
Closing Date Representations. The Specified Acquisition Agreement Representations shall be true and correct in all respects to the extent that Holdings or its applicable Affiliates have the right (determined without regard to any notice requirements) to terminate their obligations under the Closing Date Acquisition Agreement or decline to consummate the Closing Date Acquisition as a result of a breach of such representations in the Closing Date Acquisition Agreement and the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifiers with respect to any Specified Representations already qualified by materiality or material adverse effect).
Closing Date Representations. On the Initial Closing Date, the Company hereby represents and warrants to Purchasers that the following representations and warranties are true and correct as of the Initial Closing (except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties of the Company are true and correct as of such earlier date); provided, however, that the representations and warranties of the Company included herein shall be deemed to be updated and modified by information included in the Registration Statement, including but not limited to the Final Prospectus, a copy of which shall have been furnished to Purchasers as early as reasonably possible prior to the Closing and on which Purchasers shall be entitled to rely, including any prospectus filed pursuant to Rule 424 under the Securities Act, and any free writing prospectuses, relating to the Offering.
Closing Date Representations. (i) The Specified Acquisition Agreement(j) Representations and (ii) the Specified Representations shall be true and correct in all material respects. Creation and Perfection of Security Interests. Notwithstanding anything to(k) the contrary in this Section 4.01, with respect to the Secured Obligations, all actions necessary to establish that the Collateral Agent will have a perfected first priority security interest (subject to Permitted Liens) in the Collateral under the Loan Documents shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date; provided that to the extent any security interest in the Collateral is not granted or perfected on the Closing Date after Xxxxxxxx’s commercially reasonable efforts to do so (other than (x) grants of Collateral subject to the UCC and the delivery of and authorization to file Uniform Commercial Code financing statements, (y) the filing of Intellectual Property security agreements in the United States Patent and Trademark Office or the United States Copyright Office, as the case may be (for the avoidance of doubt, the Borrower shall not be obligated to perfect any foreign Intellectual Property), and (z) the delivery of stock certificates and stock powers for “certificated securities” (as defined in Article 8 of the UCC) of the Borrower’s material, Wholly Owned Subsidiaries that are organized under the laws of the United States, any state thereof or the District of Columbia (other than Excluded Equity Interests) that are part of the Collateral; provided that such “certificated securities” issued by T365 and its Subsidiaries will be required to be delivered hereunder only to the extent received from the T365, after use of commercially reasonable efforts to obtain such “certificated securities”; provided further that any “certificated securities” required to be delivered pursuant to the Loan Documents but not so delivered on the Closing Date will be required to be delivered within 30 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole, reasonable discretion)), the grant or perfection of such security interest (including, without limitation, the security interest on any Real Property that is part of the Collateral) shall not constitute a condition precedent to the availability of the Credit Extension to be made on the Closing Date, but shall be granted or ...
Closing Date Representations. Each of the representations and warranties made by any Loan Party set forth in Article III or in any other Loan Document shall be true and correct in all material respects (provided that, any representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or if any such representation and warranty is qualified by “materiality,” “material adverse effect” or similar language, shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of such earlier date).
Closing Date Representations. On the Closing Date, the Company hereby represents and warrants to Subscriber that the following representations and warranties are true and correct as of the Closing (except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties of the Company are true and correct as of such earlier date); provided, however, that the representations and warranties of the Company included herein shall be deemed to be updated and modified by information included in the registration statement relating to the IPO (the “Registration Statement”), including but not limited to the final prospectus relating to the IPO, a copy of which shall have been furnished to Subscriber as early as reasonably possible prior to the Closing and on which Subscriber shall be entitled to rely, including any prospectus filed pursuant to Rule 424 under the Securities Act, and any free writing prospectuses, relating to the IPO.
Closing Date Representations. On the Closing Date, Subscriber hereby represents and warrants to the Company as follows:
