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 Buyer, nor any of its officers, directors, employees, agents representatives of Affiliates 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 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.
(ii) Each of the representations and warranties set forth in Sections 3.1, 3.2 and 3.3, disregarding all materiality and material adverse effect qualifications contained therein, shall be true and correct in all material respects (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.
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, 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. Each of the representations and warranties set forth in Article IV and Article V, in each case disregarding all materiality and Material Adverse Effect qualifications contained therein, shall be true and correct
(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, except, in each case, 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;
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.
(ii) Each of the representations and warranties set forth in Sections 4.1, 4.2 and 4.3, disregarding all materiality and Material Adverse Effect qualifications contained therein, shall be true and correct in all material respects (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.
No Breach of Representations and Warranties. None of the Sellers shall take any action (or cause, directly or indirectly, CAMP, Xxxx/Xxxnxxxx xx 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 the 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 MGI, Parent and Acquisition shall not knowingly and MGI shall not knowingly permit any Subsidiary to take any action which would be reasonably likely to cause or constitute a material breach, or knowingly take any action which, if it had been taken prior to the date hereof, would have caused or constituted a material breach of, any of its representations and warranties set forth in Articles III and IV, respectively. Each of MGI, Parent and Acquisition 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 the representations and warranties set forth in Articles III and IV, respectively, as of the Closing Date, give detailed notice thereof to each other non-breaching party; and each of MGI, Parent and Acquisition shall use its reasonable best efforts to prevent or promptly to remedy such breach whether or not caused by any action knowingly taken.
