No Material Misrepresentation or Breach. (a) There shall have been no material breach by Seller or the Majority Member in the performance of any of the covenants herein to be performed by it or him in whole or in part prior to the Closing, (b) the representations and warranties of Seller or the Majority Member contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified by materiality or material adverse effect shall be true and correct, in each case on the Closing Date, except in each case for representations or warranties made as of a specified date, which shall be so true and correct as of the specified date, and (c) Seller and the Majority Member shall have delivered to Purchaser and Parent a certificate certifying each of the foregoing, dated as of the Closing Date and signed by each of Seller and the Majority Member, as the case may be;
No Material Misrepresentation or Breach. There shall have been --------------------------------------- no material breach by Seller in the performance of any of the covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date, except for representations or warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date, and C&A shall have delivered to Purchaser a certificate certifying each of the foregoing, dated the Closing Date and signed by one of its executive officers to the foregoing effect (it being understood that where any such representation or warranty already includes a Material Adverse Effect or other materiality exception, no further materiality exception is to be permitted by this Section);
No Material Misrepresentation or Breach. (a) There shall have been no material breach by Purchaser in the performance of any of the covenants herein to be performed by it in whole or in part prior to the Closing, and (b) the representations and warranties of Purchaser contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified (if any) shall be true and correct, in each case on the date hereof and as of the Closing Date as if made anew on the Closing Date, except for representations or warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date.
No Material Misrepresentation or Breach. (a) All representations and warranties of the Purchaser made in this Agreement or in any Exhibit, Schedule or document delivered pursuant hereto, shall be true and complete in all material respects as of the date hereof and on and as of the Closing Date as if made on and as of that date.
(b) All of the terms, covenants and conditions to be complied with and performed by the Purchaser on or prior to the Closing Date shall have been complied with or performed.
(c) The Companies shall have received a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized officer thereof, certifying that the conditions specified in Sections 4.2.1(a) and (b) have been fulfilled.
No Material Misrepresentation or Breach. (a) All representations and warranties of the Purchasers made in this Agreement or in any Exhibit, Schedule or document delivered pursuant hereto, shall be true and complete in all material respects as of the date hereof and on and as of the Closing Date.
(b) All of the terms, covenants and conditions to be complied with and performed by the Purchasers on or prior to the Closing Date shall have been complied with or performed.
No Material Misrepresentation or Breach. There shall have been no material breach by Crossroads or the Partnership in the performance of any of the covenants herein to be performed by them in whole or in part prior to the Closing, and the representations and warranties of Crossroads contained or referred to in this Agreement shall be true and correct in all respects as of the Closing Date, except for representations or warranties made as of a specified date, which shall be true and correct in all respects as of the specified date, and Crossroads shall have delivered to Companies a certificate certifying each of the foregoing, dated the Closing Date and signed by its president and chief financial officer on its behalf;
No Material Misrepresentation or Breach. There shall have been no material breach by EIP or ENNS xx the performance of any of their covenants herein to be performed by them in whole or in part prior to the Closing, and the representations and warranties of EIP and ENNS xxxtained in this Agreement shall be true and correct in all respects as of the Closing Date, except for representations or warranties made as of a specified date, which shall be true and correct in all respects as of the specified date, and EIP and ENNS xxxll have delivered to the Partnership, New Lessee and IHC a certificate certifying each of the foregoing, dated the Closing Date and signed by its president and chief financial officer on its behalf.
No Material Misrepresentation or Breach. There shall have been no material breach by the Partnership, New Lessee or IHC in the performance of any of their covenants herein to be performed by them in whole or in part prior to the Closing, and the representations and warranties of the Partnership, New Lessee and IHC contained or referred to in this Agreement shall be true and correct in all respects as of the Closing Date, except for representations or warranties made as of a specified date, which shall be true and correct in all respects as of the specified date, and the Partnership, New Lessee and IHC shall have delivered to EIP and ENNS x xertificate certifying each of the foregoing, dated the Closing Date and signed by its president and chief financial officer on its behalf.
No Material Misrepresentation or Breach. (a) There shall have --------------------------------------- been no material breach by Purchaser in the performance of any of the covenants in this Agreement to be performed by Purchaser in whole or in part prior to the Closing, (b) the representations and warranties of Purchaser contained in this Agreement that are qualified by materiality shall be true in all respects on the date of this Agreement and as of the Closing Date as if made anew on the Closing Date, except for representations or warranties made as of a specified date, which shall be true in all respects as of the specified date, and (c) the representations and warranties of Purchaser contained in this Agreement that are not qualified by materiality shall be true in all material respects on the date of this Agreement and as of the Closing Date as if made anew on the Closing Date, except for such representations or warranties made as of a specified date, which shall be true in all respects as of the specified date.
No Material Misrepresentation or Breach. (a) All representations and warranties of the Purchaser made in this Agreement or in any Exhibit, Schedule or document delivered pursuant hereto, shall be true and complete in all material respects as of the date hereof and on and as of the Closing Date.
(b) All of the terms, covenants and conditions to be complied with and performed by the Purchaser on or prior to the Closing Date shall have been complied with or performed.
(c) The Company shall have received a certificate, dated as of the Closing Date, executed by an Executive Officer of the Purchaser, certifying in such detail as the Company may reasonably request that the conditions specified in Sections 3.2.1(a) and (b) hereof have been fulfilled.
