Performance of Agreements; Representations and Warranties. Parent and Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing; and the representations and warranties set forth in this Agreement made by Buyer and Parent shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time), other than, in all such cases (except Section 4.2), such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a material adverse effect on the respective ability of Buyer and Parent to perform their obligations under this Agreement and the Transaction Documents, provided, however, that if any such representation or warranty is already qualified in any respect by materiality or as to material adverse effect, for purposes of determining whether this condition has been satisfied, such materiality or material adverse effect qualification will be in all respects ignored and such representation or warranty shall be true and correct in all respects without regard to such qualification (but subject to the overall exception as to material adverse effect set forth immediately prior to this proviso). Seller shall have been furnished with a certificate of the President or Vice President of Parent and Buyer, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Buyer shall have performed or complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it at or prior to Closing; the representations and warranties set forth in this Agreement made by Buyer shall have been true and correct in all material respects when made and on and as the Closing Date; and Seller shall have been furnished with a certificate of the President of Buyer, dated as of the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. (i) Parent and Subsidiary shall have performed in all material respects all of the obligations under this Agreement to be performed by it at or before the Closing, (ii) all representations and warranties of Parent and Subsidiary contained in this Agreement that are qualified by materiality will be true and correct in all respects on the date of this Agreement and on the Effective Date subject to such qualification, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that such representations are made expressly as of an earlier date, which representations will be true and correct as of such earlier date, and (iii) all representations and warranties of Parent and Subsidiary contained in this Agreement that are not qualified by materiality will be true and correct in all material respects on the date of this Agreement and on the Effective Date, with the same force and effect as though such representations and warranties had been made on and as of the Effective Date, except to the extent that such representations are made expressly as of an earlier date, which representations will be true and correct as of such earlier date. The Company shall have been furnished with a certificate of Parent's President or Vice President, dated the Effective, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Parent and Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing; and the representations and warranties set forth in this Agreement made by Buyer and Parent shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except for
Performance of Agreements; Representations and Warranties. Sellers shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing, and the representations and warranties set forth in this Agreement made by Sellers that are not qualified by materiality shall be true and correct in all material respects, and the representations and warranties set forth in this Agreement made by Sellers that are qualified by materiality shall be true and correct, in each case on and as of the Closing Date (irrespective of any notice delivered to Buyers after the date hereof) with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Buyers shall have been furnished with a certificate of an executive officer of each Seller, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and the representations and warranties set forth in this Agreement made by each Seller shall be true and correct in all material respects on and as of the Closing Date (irrespective of any notice delivered to Buyer after the date hereof) with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date (it being understood that, without limiting the generality of the foregoing, a breach in any respect of Section 2.6(a) hereof shall be deemed material). Buyer shall have been furnished with a certificate of Seller's President or Vice President, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and the representations and warranties set forth in this Agreement made by Buyer shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Sellers shall have been furnished with a certificate of the President or a Vice President of Buyer, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Each Seller Party shall have performed or complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing, provided that the aggregate effect of any failures to perform or comply shall not constitute a Material Adverse Effect; the representations and warranties set forth in this Agreement made by the Seller Parties shall have been (i) true and correct in the case of any representation or warranty containing a materiality qualification and (ii) true and correct in all material respects in the case of any representation or warranty without any materiality qualification, in each case, when made and also on and as of the Closing Date with the same effect as if repeated on the Closing Date, except for changes expressly contemplated by this Agreement; and Buyer shall have been furnished with a certificate of Xxxxxxx Xxxxxx, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Seller shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and the representations and warranties set forth in this Agreement made by Seller which are not qualified as to materiality shall be true and correct in all material respects on and as of the Closing Date and the representations and warranties set forth in this Agreement made by Seller which are qualified as to materiality shall be true and correct in all respects on and as of the Closing Date (irrespective of any notice or supplemented or amended Disclosure Schedules delivered to Buyer after the date hereof) with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Parent shall have been furnished with a certificate of the President or Vice President of Seller, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Buyer or Parent shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and the representations and warranties set forth in this Agreement made by Buyer which are not qualified as to materiality shall be true and correct in all material respects on and as of the Closing Date and the representations and warranties set forth in this Agreement made by Buyer which are qualified as to materiality shall be true and connect in all respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Seller shall have been furnished with certificates of the President or Vice President of Buyer and Parent, dated the Closing Date, certifying to the foregoing.
