Continued Truth of Representations and Warranties of the Buyer; -------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties of ----------------------------------------- the Buyer in this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes consented to in writing by the Seller. The Buyer shall have performed and complied with all terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.
Continued Truth of Representations and Warranties. Neither the Management Company nor the Stockholders will take any actions which would result in any of the representations or warranties set forth in Sections 2 and 3 hereof being untrue in any respect.
Continued Truth of Representations and Warranties. The representations and warranties made by Purchaser in this Agreement shall be true in all respects on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the Seller and except for representations and warranties that are qualified as to materiality, which shall be true and correct in all aspects, and Purchaser shall have performed and complied with all terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or on the Closing Date, including making the deliveries required under Section 7.3 hereof.
Continued Truth of Representations and Warranties of The Company; ----------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties ----------------------------------------- of the Company, the Stockholders and Optionholders shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by Flagship and PQC. The Company and the Stockholders shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.
Continued Truth of Representations and Warranties of PQC and Flagship; ---------------------------------------------------------------------- Compliance with Covenants and Obligations. The representations and warranties ----------------------------------------- of Flagship and PQC shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the Company. Flagship and PQC shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.
Continued Truth of Representations and Warranties. Each of the representations and warranties of Sellers in this Agreement shall be true in all material respects on and as of the Closing Date, and Sellers shall have performed and complied in all material respects with all of the terms, conditions, obligations, agreements and restrictions required by this Agreement to be performed or complied with by Sellers prior to or on the Closing Date.
Continued Truth of Representations and Warranties. Without giving effect to any disclosure pursuant to Section 10.2.2.3, all of the representations and warranties of Parent contained in this Agreement not qualified by materiality or Material Adverse Effect shall continue to be true and correct at the Closing in all material respects as if made on and as of the Closing Date, and all of the representations and warranties of Parent contained in this Agreement qualified by materiality or Material Adverse Effect shall continue to be true and correct at the Closing in all respects as if made on and as of the Closing Date.
Continued Truth of Representations and Warranties. All of the representations and warranties of Holdings contained in this Agreement not qualified by materiality or Material Adverse Effect shall continue to be true and correct at the Closing in all material respects as if made on and as of the Closing Date and all of the representations and warranties of Holdings contained in this Agreement qualified by materiality or Material Adverse Effect shall continue to be true and correct at the Closing in all respects as if made on and as of the Closing Date.
Continued Truth of Representations and Warranties. The Company and Axys will not take any actions which would result in any of its representations, warranties, covenants and agreements set forth in this Agreement to be untrue, incorrect, unsatisfied or otherwise changed in any material respect at any time.
Continued Truth of Representations and Warranties. Neither DPII nor Mergersub will take any actions which would result in any of its representations, warranties, covenants and agreements set forth in this Agreement to be untrue, incorrect, unsatisfied or otherwise changed in any material respect at any time.
