No Breach of Representations and Warranties. Each of the representations and warranties contained in Section 4.1, shall be true and correct in all material respects (i) as of the Closing Date as if made on and as of such date or (ii) if made as of a date specified therein, as of such date.
No Breach of Representations and Warranties. Buyer agrees that it shall not take any action, and shall use its reasonable commercial efforts not to permit any event to occur, which would result in any of the representations and warranties of Buyer contained in this Agreement not being true and correct in any material respect on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date.
No Breach of Representations and Warranties. Neither the Buyer, nor any of its officers, directors, employees, agents or representatives, shall take any action or pursue any other course of conduct, or fail to take any action, that would cause any of the representations and warranties made by Buyer in this Agreement (or any document delivered in connection herewith) to be materially untrue, incorrect or inaccurate.
No Breach of Representations and Warranties. (i) Each of the representations and warranties set forth in ARTICLE IV (other than those referred to in clause (ii) below), disregarding all materiality and Material Adverse Effect qualifications contained therein, shall be true and correct (x) as if restated on and as of the Closing Date or (y) if made as of a date specified therein, as of such date, except, in each case, for any failure to be true and correct that has not had, and would not reasonably be expected to have, a Material Adverse Effect.
No Breach of Representations and Warranties. Each of the representations and warranties contained in Article III (disregarding all materiality and material adverse effect qualifications contained therein) shall be true and correct (i) as if restated on and as of the Closing Date or (ii) if made as of a date specified therein, as of such date, except, in each case, 119 for any failure to be true and correct that, individually and together with other such failures, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.
No Breach of Representations and Warranties. (i) Each of the representations and warranties of the Purchaser set forth in ARTICLE III (other than those referred to in clause (ii) below), disregarding all materiality qualifications contained therein, shall be true and correct (x) as if restated on and as of the Closing Date or (y) if made as of a date specified therein, as of such date, except, in each case, for any failure to be true and correct that has not had, and would not reasonably be expected to have, a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.
No Breach of Representations and Warranties. None of the Sellers shall take any action (or cause, directly or indirectly, XXXX, Xxxx/Xxxxxxxx or any Company to take any action) which would cause or constitute a material breach of any of its representations and warranties set forth in this Agreement. Each of the Sellers shall, in the event of, or promptly after the occurrence of, or promptly after obtaining knowledge of the occurrence of or the impending or threatened occurrence of, any fact or event which would cause or constitute a breach of any of its representations and warranties set forth herein at any time after the date hereof and through the Closing Date, give detailed notice thereof to the Buyer and shall use its best efforts to prevent or promptly to remedy such breach.
No Breach of Representations and Warranties. Seller will not take any action which would cause or constitute a material breach, or would, if it had been taken prior to the date hereof, have caused or constituted a material breach, of any of the representations and warranties set forth in ARTICLE III hereof. Seller will, in the event of, or promptly after the occurrence of, or promptly after obtaining knowledge of the occurrence of or the impending or threatened occurrence of, any fact or event which would cause or constitute a material breach of any of the representations and warranties set forth in ARTICLE III hereof as of the Closing Date, give reasonably detailed notice thereof to Buyer; and Seller will use its best efforts to prevent, or promptly remedy, such breach.
No Breach of Representations and Warranties. Each of Target, Acquiror and Newco agree that it will not take any action that would cause or constitute, or would, if it had been taken prior to the date hereof, have caused or constituted, a material breach of any of its respective representations or warranties (other than those representations or warranties qualified by reference to materiality or an Acquiror Material Adverse Effect or a Target Material Adverse Effect, as the case may be), or the breach of any of its respective representations or warranties qualified by reference to materiality or an Acquiror Material Adverse Effect or a Target Material Adverse Effect, as the case may be, contained in this Agreement, the Ancillary Documents, or in the certificates and other documents delivered pursuant hereto or thereto. Each of the parties hereto shall, in the event of, or promptly after the occurrence of, or promptly after obtaining knowledge of the occurrence of or the impending or threatened occurrence of, any fact or event which would cause or constitute a Target Material Adverse Effect, with respect to Target, or a Acquiror Material Adverse Effect, with respect to Acquiror or Newco, or a material breach of any of the representations or warranties (other than those representations or warranties qualified by reference to materiality or an Acquiror Material Adverse Effect or a Target Material Adverse Effect, as the case may be), or the breach of any of the representations or warranties qualified by reference to materiality or an Acquiror Material Adverse Effect or a Target Material Adverse Effect, as the case may be, contained in this Agreement, the Ancillary Documents, or in the certificates and other documents delivered pursuant hereto or thereto, as of the Closing Date, give detailed notice thereof to the other parties hereto; and such notifying party shall use its or their reasonable efforts to prevent or promptly to remedy such breach. The giving of notice pursuant to this Section 5.13 shall not act as a waiver of any breach hereunder.
No Breach of Representations and Warranties. The representations and warranties of the Seller referred to in Schedule 1 shall be true and correct in all material respects at and as of Closing.
