Fundamental Representations and Warranties. All of the Fundamental Representations made by the Company in this Agreement shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date).
Fundamental Representations and Warranties. All of the Fundamental Representations made by the Purchasers in this Agreement shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date).
Fundamental Representations and Warranties. The representations and warranties of the Sellers contained in Articles 7.1.5 and 7.2.4 shall continue to be in force and effect in all material respects at the Closing Date.
Fundamental Representations and Warranties of Seller are the representations and warranties of Seller in §3(a)(v) Target Shares and the following representations and warranties of Seller in §4: §4(a) Organization, Qualification and Corporate Power; 4
Fundamental Representations and Warranties of the Vendor 3
(1 ) Incorporation and Corporate Power of the Vendor 3 (2 ) Authorization and Enforceability 3
(3 ) Ownership of Shares 3 (4 ) Absence of Conflicts and Violations 3 (5 ) No Other Agreements to Purchase 3 2.2 Additional Representations and Warranties of the Vendor 3 (1 ) Organization and Operation of the Corporation 3 (2 ) Subsidiaries 4 (3 ) Actions Against the Vendor 4 (4 ) Shareholders’ Agreement 4
(5 ) Qualification to do Business 4 (6 ) Corporate Records 4 (7 ) Financial Statements 4 (8 ) Undisclosed Liabilities 4 (9 ) Estimated Working Capital / CAPEX Adjustment 4 (10 ) Interim Period Covenants 4 (11 ) Title to and Sufficiency of Assets 4 (12 ) Real Property 4 (13 ) Personal Property 5 (14 ) Material Contracts 5 (15 ) Inventories 6 (16 ) Intellectual Property 6 (17 ) Licences and Compliance with Applicable Law 6 (18 ) Banking Information 6 (19 ) Legal Proceedings and Orders 6 (20 ) Environmental Matters 6 (21 ) Employees 7 (22 ) Employee Benefits 7 (23 ) Transactions with Affiliates 7 (24 ) Insurance 7 (25 ) Customers and Suppliers 8 (26 ) Tax Matters 8 (27 ) No Material Adverse Change 9 (28 ) Absence of Certain Changes or Events 9 (29 ) Canadian Anti-Spam Legislation 10 (30 ) Lifetime Discounts and Passes and Gift Certificates 10 (31 ) Compliance with Anti-Corruption Laws 11 (32 ) Privacy Laws 11 (33 ) Capital Expenditures 11 (34 ) Computer Systems 11 (35 ) Payment Card Compliance 11
Fundamental Representations and Warranties. The representations and warranties contained in Section 3.1 (Authority and Enforceability), Section 3.4 (Ownership of Units), Section 3.5 (Brokers’ Fees), Section 4.1(a) and 4.1(b) (Organization and Power), Section 4.2 (Authority and Enforceability), Section 4.4 (Capitalization), Section 4.9 (Taxes), Section 4.27 (Brokers’ Fees), Section 5.1 (Organization and Power), Section 5.2 (Authority and Enforceability) and Section 5.8 (Brokers’ Fees) (collectively, the “Fundamental Representations”) shall survive the Closing and will continue in full force and effect for a period from the date hereof until the date that is 90 days after the expiration of the applicable statute of limitations, after giving effect to any waiver, mitigation, or extension thereof (all of the foregoing the “Fundamental Survival Date”).
Fundamental Representations and Warranties. Each of the Sellers’ and the Companies’ Fundamental Representations shall be true, complete and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date which shall be true and correct as of such certain date) without giving effect to any supplements or amendments to the Schedules delivered in accordance with Section 7.8.
Fundamental Representations and Warranties. The representations and warranties of Buyers set forth in Sections 6.1 (Organization of Buyers), 6.2 (Due Authorization of Buyers) and 6.8 (Buyers’ Brokers) of this Agreement (the “Buyers’ Fundamental Representations and Warranties”) shall be true, correct and complete on and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date which shall be true and correct as of such certain date).
Fundamental Representations and Warranties. The Company hereby represents and warrants to Parent that the following representations and warranties are true and correct as of the date hereof and will be true and correct as of the Closing:
Fundamental Representations and Warranties. The Seller Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as if made at and as of such time, provided that representations made as of a specific date shall be required to be so true and correct in all material respects as of such date only. Parent and Buyer shall have received a certificate signed by a duly authorized representative of Seller as of the Closing Date attesting to the foregoing;
