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. (i) the Company 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 the Company 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 the Company 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. Parent shall have been furnished with a certificate of the Company's President or Vice President, dated the Effective, 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 (irrespective of any notice or certificate delivered to Seller 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. Seller shall have been furnished with a certificate of the President or Vice President of Buyer, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Buyers 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 Buyers 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 Buyers 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 Sellers 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, in each case except for breaches that, individually or in the aggregate, would not reasonably be expected to have a Sellers Material Adverse Change. Sellers shall have been furnished with a certificate of an executive officer of each Buyer, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Seller and Parent shall have performed or complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing. The representations and warranties set forth in this Agreement made by Seller 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, as of and with reference to the Closing Date.
Performance of Agreements; Representations and Warranties. Each Target 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 Target shall be true and correct in all material respects on and as of the Closing Date (irrespective of any notice or certificate delivered to Acquiror after the date hereof) with the same force and effect as though
Performance of Agreements; Representations and Warranties. Acquiror and MiniMed, as applicable, 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 Acquiror and MiniMed, as applicable, shall be true and correct in all material respects on and as of the Closing Date (irrespective of any notice or certificate delivered to any Target 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. Targets shall have been furnished with a certificate of the President or Vice President of Acquiror and MiniMed, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Xxxx shall have performed or complied in all 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; the representations and warranties set forth in this Agreement made by Xxxx shall have been true and correct in all respects when made and as of the Closing Date as though made on and as of the Closing Date; and TBW shall have been furnished with a certificate of the President or a Vice President of Xxxx, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. TBW shall have performed or complied in all 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; the representations and warranties set forth in this Agreement made by TBW shall have been true and correct in all respects when made and as of the Closing Date as though made on and as of the Closing Date; and TBW shall have been furnished with a certificate of the President or a Vice President of TBW, dated the Closing Date, certifying to the foregoing.
Performance of Agreements; Representations and Warranties. Purchaser 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 in all material respects, and the representations and warranties set forth in this Agreement made by Purchaser 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 Purchaser that are qualified by materiality shall be true and correct, in each case 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, except for those representations and warranties which address matters only as of a particular date (which shall have been true and correct or true and correct in all material respects, as the case may be, as of such date) and, in each case, except for breaches that, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Change. Seller shall have been furnished with a certificate of an executive officer of Purchaser, dated the Closing Date, certifying to the foregoing.
