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 of the Buyer; Compliance with Covenants and Obligations. The representations and warranties of the Buyer in this Agreement shall be true in all material respects (other than representations and warranties which are qualified as to materiality, which 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 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 of the Buyer; Compliance with Covenants and Obligations. The representations and warranties of the Buyer and the Buyer Sub in this Agreement shall be true in all material 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 Parent. The Buyer and the Buyer Sub shall have performed and complied in all material respects 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. At the Closing, each of the Buyer and the Buyer Sub shall have delivered to the Seller a certificate signed by its respective President as to its compliance with this Section 10.1.
Continued Truth of Representations and Warranties of the Buyer; Compliance with Covenants and Obligations. The representations and warranties of the Buyer contained in this Agreement (including the Schedules hereto) 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 representation or warranty which speaks as of a specified date, in which case such representation or warranty shall be true in all respects as if made on such specified date, and except in any case for any inaccuracies of representations and warranties that individually and in the aggregate have not had or would not have a Material Adverse Effect. The Buyer shall have performed and complied in all material respects with all covenants, obligations, and agreements 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 the Buyer; Compliance with Covenants and Obligations. The representations and warranties of the Buyer contained in this Agreement (including the Schedules hereto), and all certificates delivered to the Seller by the Buyer on or prior to the Closing Date pursuant to this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made and such certificates were delivered on and as of such date, except for any representation, warranty or certificate which speaks as of a specified date, in which case such representation, A-25 32 warranty or certificate shall be true as if made on or delivered as of such specified date. 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. 8.2
Continued Truth of Representations and Warranties of the Buyer; Compliance with Covenants and Obligations. (i) The representations and warranties of the Buyer set forth in Article V shall be true and correct when made on the date hereof and shall be true and correct as of the Closing Date as if made as of the Closing Date, except for representations and warranties made as of a specific date, which shall be true and correct as of such date; and
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 (i) inaccuracies that do not constitute a Material Adverse Effect (defined below); (ii) for any changes consented to in writing by the Seller; (iii) to the extent such representations and warranties expressly speak as of an earlier date such as "the Effective Date", "the date hereof" or "the date of this Agreement" (in which case such representations and warranties shall be true and correct as of such earlier date); and (iv) inaccuracies that arise solely because of actions that are required or permitted to be taken under this Agreement. The Buyer shall have performed and complied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by it prior to or as of the Closing Date. For purposes of this Section 6.2(a), "Material Adverse Effect" means, with respect to Buyer, any change, circumstance or effect that, individually or in the aggregate with other changes circumstances and effects, is materially adverse to the validity or enforceability of this Agreement or the ability of Buyer to perform its obligations hereunder in a timely fashion.
Continued Truth of Representations and Warranties of the Buyer; Compliance with Covenants and Obligations. The representations and warranties of the Buyer in this Agreement (i) shall be true, in all material respects, on and as of the Closing Date as though such representations and warranties were made on and as of such date, with respect to the representations and warranties set forth in Sections 5.01 (Organization and Authority) and 5.02 (Authorization); and (ii) shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, with respect to the other representations and warranties made by the Buyer in this Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties, all "Material Adverse Effect" qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded), except, in the case of clause (ii), for any changes or inaccuracies permitted by the terms hereof or consented to in writing by the Ultimate Parent or any inaccuracies that do not have and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, financial condition, capitalization, assets, operations or financial performance of the Buyer; or (b) the ability of the Buyer to consummate the transactions contemplated by this Agreement or to perform any of its covenants or obligations under this Agreement. The Buyer shall have performed and complied with, in all material respects, 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 the Buyer; Compliance with Covenants and Obligations. The representations and warranties of the Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of such date. The Buyer shall have performed and complied, in all material respects, 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. The Company and the Securityholders’ Representative shall have received a certificate from the Buyer as to the matters described in this section signed by a duly authorized officer.
Continued Truth of Representations and Warranties of the Buyer; Compliance with Covenants and Obligations. 9.2 Corporate Proceedings
