Closing Date Representations and Warranties. (i) As of the Closing Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.
Closing Date Representations and Warranties. Holdings shall have delivered the Specified Representations Certificate.
Closing Date Representations and Warranties. The representations and warranties of the Company made in this Agreement on or as of the Closing Date shall be deemed to be made immediately after giving effect to the spin-off of the Company described in the Western Union Form 10.
Closing Date Representations and Warranties. The representations and warranties set forth in this Article 2 shall be true and correct on the Closing Date, as if made on the Closing Date, except (i) as expressly provided in supplements to the Disclosure Schedule delivered in draft form to Xxxxx two (2) business days before the Closing Date and in final form substantially similar to the draft form with respect to representations and warranties which were true and correct as of the date of this Agreement but which as a result of events which individually or in the aggregate do not violate Section 4.5(a)-(g) cease to be true and correct and (ii) as expressly contemplated by this Agreement with respect to the transfer of Excluded Assets and Excluded Liabilities and otherwise. In no event shall any such supplements supplement or amend any representations or warranties in this Article 2 which are to be true and correct on the date of this Agreement.
Closing Date Representations and Warranties. As of the Closing Date, the representations made by or with respect to the Company and its subsidiaries in the Merger Agreement that are material to the interests of the Lenders (but only to the extent that the Borrower or any of its applicable affiliates has the right (determined without regard to any notice requirement) to terminate its (or its affiliate’s) obligations (or to refuse to consummate the Merger) under the Merger Agreement as a result of a breach of such representations), and the representations and warranties set forth in Sections 4.01(a), 4.01(b)(ii), 4.02(a), 4.04, 4.12, 4.15, 4.16 and 4.17 of this Agreement, are correct in all material respects on and as of the Closing Date and after giving effect to the Initial Extension of Credit, as though made on and as of such date, except (x) to the extent any such representation and warranty is itself subject to a “materiality” or “Material Adverse Effect” standard, in which case such representation and warranty shall be true and correct on and as of the date of such Credit Extension in all respects and (y) to the extent any such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any of such representations and warranties is itself subject to a “materiality” or “Material Adverse Effect” standard, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date.
Closing Date Representations and Warranties. (a) [Intentionally deleted]
Closing Date Representations and Warranties. In order to induce the Initial Holder to enter into this Agreement on the Closing Date, the Issuer hereby represents and warrants to the Initial Holder that the following statements are true, correct and complete as of the Closing Date:
Closing Date Representations and Warranties. The Purchaser and each Plan agrees that the representations and warranties of each contained in this Contribution Agreement shall be true and correct as of the Closing Date as if made on the Closing Date.
