Performance of Obligations; Representations and Warranties. (i) The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Effective Time and (ii) each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than to the extent that any such representation and warranty, by its terms, is expressly limited to a specific date, in which case such representation and warranty shall be true and correct as of such date) and each of such representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than to the extent that any such representation and warranty is, by its terms, expressly limited to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such date).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Times Mirror Co /New/), Agreement and Plan of Merger (Stinehart William Jr)
Performance of Obligations; Representations and Warranties. (i) The Company Each of Parent and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed at on or prior to the Effective Time and Time, (ii) each of the representations and warranties of the Company Parent and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Closing Date Effective Time as if made on and as of such date (other than to the extent that any such representation representations and warranty, by its terms, is expressly limited to warranties which address matters only as of a specific date, in certain date which case such representation and warranty shall be true and correct as of such certain date) and (iii) each of such the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date Effective Time as if made on and as of such date (other than to the extent that any such representation representations and warranty is, by its terms, expressly limited to warranties which address matters only as of a specific date, in certain date which case such representation and warranty shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Parent and Sub by one of its officers to such effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Planetcad Inc), Agreement and Plan of Merger (Lunar Corp), Agreement and Plan of Merger (Mecon Inc)
Performance of Obligations; Representations and Warranties. (i) The Company Tribune shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Effective Time and (ii) each of the representations and warranties of the Company Tribune contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than to the extent that any such representation and warranty, by its terms, is expressly limited to a specific date, in which case such representation and warranty shall be true and correct as of such date) and each of such representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than to the extent that any such representation and warranty iswarranty, by its terms, is expressly limited to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such date).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tribune Co), Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Stinehart William Jr)
Performance of Obligations; Representations and Warranties. (i) The Company Each of Parent and Merger Sub shall have performed in all material respects each of its their agreements contained in this Agreement required to be performed at on or prior to the Effective Time and Time, (ii) each of the representations and warranties of the Company Parent and Merger Sub contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than to the extent that any such representation and warranty, by its terms, is expressly limited to a specific date, in which case such representation and warranty shall be true and correct as of such date) and (iii) each of such the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than to the extent that any such representation and warranty iswarranty, by its terms, is expressly limited to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such date), in each case, except as contemplated or permitted by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Beverage Group Inc), Agreement and Plan of Merger (Whitman Corp/New/)
Performance of Obligations; Representations and Warranties. (i) The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at on or prior to the Effective Time and Time, (ii) each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than to the extent that any such representation and warranty, by its terms, is expressly limited to a specific date, in which case such representation and warranty shall be true and correct as of such date) and (iii) each of such the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than to the extent that any such representation and warranty is, by its terms, expressly limited to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such date), in each case, except as contemplated or permitted by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Beverage Group Inc), Agreement and Plan of Merger (Whitman Corp/New/)
