Down of Representations and Warranties. All representations and warranties of the Purchaser 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. 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. 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 Managers 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 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. Unless the Company notifies the Investor in writing to the contrary at or before the Closing, each representation and warranty of the Company contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing.
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). (s)
Down of Representations and Warranties. Subject to the next sentence of this Section 6.1(a), the representations and warranties of Seller contained in Article III shall be true and correct as of the Initial Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such date (unless any such representations and warranties are, in accordance with their terms, made only at a stated date (without giving effect to the date references in the preamble to Article III), in which case, such representations and warranties shall have been true and correct as of the date originally made). For purposes of the preceding sentence, (i) all representations and warranties of Seller contained in Article III which are qualified as to "materiality" or a "Material Adverse Effect" shall be true in all respects, and those not so qualified shall be true and correct in all material respects, and (ii) Seller's Disclosure Schedule shall be deemed to be updated to the extent provided in Section 5.7 for purposes of determining whether any representations or warranties are true and correct. In addition to and not in limitation of the foregoing, the representations and warranties of Seller contained in Article III qualified by "materiality" or Material Adverse Effect (excluding, for purposes of this sentence, any "materiality" or "Material Adverse Effect" qualifiers contained therein, other than the Permanent Materiality Qualifiers), shall be true and correct as of the Initial Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such date (unless any such representations and warranties are, in accordance with their terms, made only at a stated date (without giving effect to the date references in the preamble to Article III), in which case, such representations and warranties shall have been true and correct as of the date originally made), except for any misrepresentations or breaches of warranties that, individually or in the aggregate, would reasonably be expected to cause a Loss or Losses of less than Thirty Million Dollars ($30,000,000). Purchaser shall have received a certificate, dated the Initial Closing Date, with respect to the matters covered by this Section 6.1(a), signed by a duly authorized officer of Seller.
