Parent’s and Merger Sub’s Representations and Warranties. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company as of the date hereof as follows:
Parent’s and Merger Sub’s Representations and Warranties. Without giving effect to any notice to the Company under Section 6.13, above, (i) each of the representations and warranties of the Parent and the Merger Sub contained in this Agreement that is qualified by reference to “materiality” shall be true and correct as of the date of this Agreement and as of the Effective Time with the same effect as though made as of the Effective Time, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct as of such other date, and (ii) each of the representations and warranties of the Parent and the Merger Sub contained in this Agreement that is not qualified by reference to “materiality” shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time with the same effect as though made as of the Effective Time, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct as of such other date. The Company shall have received a certificate signed on behalf of the Parent by its chief executive officer and chief financial officer to the foregoing effect.
Parent’s and Merger Sub’s Representations and Warranties. (1) Other than the representations and warranties set forth in Sections 4.02(a) (Organization, Standing and Authority), 4.02(b) (Merger Sub), 4.02(c) (Authority; Binding Nature of Agreement) and 4.02(h) (Financial Advisors), each of the representations and warranties of Parent and Merger Sub contained in Section 4.02 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except (A) that those representations and warranties which address matters only as of a particular date shall be true and correct in all material respects as of such particular date and (B) where the failure of such representations and warranties in the aggregate to be so true and correct has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to Parent and (2) the representations and warranties of Parent and Merger Sub set forth in Sections 4.02(a) (Organization, Standing and Authority), 4.02(b) (Merger Sub), 4.02(c) (Authority; Binding Nature of Agreement) and 4.02(h) (Financial Advisors) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on the Closing Date, except that those representations and warranties which address matters only as of a particular date shall be true and correct in all material respects as of such particular date.
Parent’s and Merger Sub’s Representations and Warranties. Parent and Merger Sub, jointly and severally, represent and warrant to the Shareholders:
Parent’s and Merger Sub’s Representations and Warranties. The: (i) representations and warranties of Parent and Merger Sub set forth in this Agreement (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or similar qualification in the representations and warranties) as of the date hereof and as of the Closing Date as though then made (except those representations and warranties that address matters as of any particular date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to: (A) prevent or materially delay the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement; or (B) have a material adverse effect on the ability of Parent or Merger Sub to perform its obligations under this Agreement and the Ancillary Agreements to which any of them is a party, and (ii) Fundamental Representations of Parent and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except those representations and warranties that address matters as of any particular date, which shall be true and correct in all respects as of such date).
Parent’s and Merger Sub’s Representations and Warranties. The representations and warranties set forth in Article IV shall be true and correct in all respects (without giving effect to any “materiality” or similar qualifiers set forth therein) at and as of the date hereof and at and as of the Closing Date as if made at and as of each such time (except for those representations and warranties expressly made as of a particular date, which shall be true and correct as of such date).
Parent’s and Merger Sub’s Representations and Warranties. The representations and warranties of Holdings, Parent and Merger Sub set forth in ARTICLE 4 of this Agreement (other than those representations and warranties that address matters as of a particular date) shall be true and correct in all material respects as of the Closing Date as though then made (without giving effect to any materiality or similar qualification in the representations and warranties) and the representations and warranties of Holdings, Parent and Merger Sub set forth in ARTICLE 4 of this Agreement that address matters as of any particular date shall be true and correct in all material respects as of such date (without giving effect to any materiality or similar qualification in the representations and warranties).
Parent’s and Merger Sub’s Representations and Warranties. The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties (without giving effect to any materiality or similar qualification in the representations and warranties), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to: (x) prevent or materially impede or delay the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement or (y) have a material adverse effect on the ability of Parent or Merger Sub to perform its obligations under this Agreement and the Ancillary Agreements to which any of them is a party.
Parent’s and Merger Sub’s Representations and Warranties. The representations and warranties of Parent and Merger Sub as set forth in Article 4 of this Agreement shall be true and correct as of the Closing Date as though made on and as of the Closing Date, except (i) that representations and warranties that are made as of a specific date need to be true and correct only as of such date and (ii) for breaches and inaccuracies the effect of which would not, individually or in the aggregate, have a Parent Material Adverse Effect on Parent and Merger Sub’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.
Parent’s and Merger Sub’s Representations and Warranties. Without giving effect to any notice to the Company under Section 6.12, above, (i) each of the representations and warranties of the Parent and the Merger Sub contained in this Agreement that is qualified by reference to “materiality” shall be true and correct as of the date of this Agreement and as of the Effective Time, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct as of such other date, and (ii) each of the representations and warranties of the Parent and the Merger Sub contained in this Agreement that is not qualified by reference to “materiality” shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct as of such other date. The Company shall have received a certificate signed on behalf of the Parent by its chief executive officer and chief financial officer to the foregoing effect.
