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 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 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 permitted by the terms hereof, consented to in writing by the Company, or resulting from the passage of time and not having a materially adverse effect on the Buyer. 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. At the Closing, the Buyer shall have delivered to the Company a certificate signed by the President of the Buyer as to the Buyer’s compliance with this Section 7.1.
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 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. The Buyer shall have each 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. Notwithstanding the foregoing the materiality qualifications in the preceding two sentences shall not apply to any representation, warranty, term, condition, covenant, obligation, agreement or restriction that is itself qualified by materiality. At the Closing, the Buyer shall have delivered to the Company a certificate signed by the President of the Buyer as to the Buyer's compliance with this Section 7.1.
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 Section 5 shall be true and correct when made on the date hereof and shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date, except for (A) representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date and (B) any breach or noncompliance resulting from occurrences or developments between the date of this Agreement and the Closing Date which are not material to the assets, business, financial condition, results of operations or future prospects of the Buyer and its subsidiaries, taken as a whole.
(ii) The Buyer shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date.
(iii) No action, suit or proceeding shall be pending or threatened in writing by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (A) prevent consummation of any of the transactions contemplated by this agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation.
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
(ii) The Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to 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 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. Corporate Proceedings
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.
