Down of Representations and Warranties. All representations and warranties of the Selling Shareholder set forth in this Agreement shall be true, accurate and complete, and shall be deemed made again, on and as of the Effective Time.
Down of Representations and Warranties. The representations and warranties of the parties hereto contained in this Agreement shall be true and correct in all material respects on and as of the time of Closing, with the same force and effect as such representations and warranties had been made on, as of and with reference to such time and each party shall have received a certificate to such effect signed by an authorized officer of the other, in form and substance similar to Exhibit 7.1A.
Down of Representations and Warranties. Each acceptance by the Company of an offer to purchase the Shares hereunder, and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except in each such case (i) for any representation and warranty which is as of a specific date, in which case such representation and warranty shall be affirmed as of such specific date and (ii) that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).
Down of Representations and Warranties. The Investor understands that, unless the Investor notifies the Company in writing to the contrary at or before each Closing, each of the Investor’s representations and warranties, on behalf of itself and each Redeeming Investor, contained in this Redemption Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the Investor and each Redeeming Investor.
Down of Representations and Warranties. All representations and warranties of the Company set forth in this Agreement shall be true, accurate and complete, and shall be deemed made again, on and as of the Effective Time.
Down of Representations and Warranties. After giving effect to this Amendment, the representations and warranties of Holdings, the Borrower and each Subsidiary contained in the Credit Agreement or any other Loan Document shall, (i) with respect to representations and warranties that contain a materiality qualification, be true and correct in all respects on and as of the date hereof, and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date hereof, and except that the representations and warranties limited by their terms to a specific date shall be true and correct as of such date.
Down of Representations and Warranties. All representations and warranties of the Company contained in Section 5 of the Agreement are, as of the date of this Agreement, and shall be, during the Subscription Period and as of the Settlement Date, true and correct with the same force and effect as if made at such times.
Down of Representations and Warranties. The representations and warranties of LRY and the LRY Shareholders in this Agreement shall be true and correct in all material respects on the date hereof and shall also be true and correct in all material respects on the Closing Date with the same force and effect as if made on and as of the Closing Date, and LRY and the LRY Shareholders shall have performed or complied in all material respects with all agreements, conditions and covenants required by this Agreement to be performed or complied with by them on or before the Closing Date.
Down of Representations and Warranties. The representations and warranties contained in Section 7 (excluding Sections 7.4(a) and 7.7) shall be true and correct on and as of such Closing Date with the same force and effect as though made on and as of such date (except as to any representation or warranty which is limited to a specific earlier date); no Default shall exist on such Closing Date prior to or immediately after giving effect to the requested extension of credit; and the Company's making of a borrowing request shall be deemed to constitute a representation on which the Managing Agents and the Lenders may rely that no Default exists on such Closing Date and that such representations and warranties are true and correct on and as of such Closing Date.
Down of Representations and Warranties. The representations and warranties of Sellers set forth in this Agreement shall be true and correct in all respects as of the date hereof and at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for those representations and warranties which are expressly stated to be made as of another specified date, which shall be true and correct as of such other specified date, as applicable);
