Representations and Performance. The representations and warranties made by Optionor hereunder shall be true and correct in all material respects at and as of Closing, and Optionor shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by Optionor prior to or at Closing; If all of the above conditions are not satisfied at or prior to Closing (or such earlier date as is specified with respect to a particular condition) Optionee may terminate this Agreement by written notice to Optionor, and the Option Price plus accrued interest shall promptly be refunded to Optionee.
Representations and Performance. The representations and warranties made by Optionee hereunder shall be true and correct in all material respects at and as of Closing, and Optionee shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by Optionee prior to or at Closing;
Representations and Performance. The representations and warranties made under this agreement by the Surviving Corporation shall be true and correct in all material respects at the time of the closing, and the Surviving Corporation shall have performed and complied with all agreements, covenants, and conditions required of the Surviving Corporation by the closing under the terms of this agreement.
Representations and Performance. The representations and warranties made under this agreement by the Merging Corporation shall be true and correct in all material respects at the time of the closing, and the Merging Corporation shall have performed and complied with this agreement, covenants, and conditions required of the Merging Corporation by the closing under the terms of this agreement.
Representations and Performance. The representations and warranties made by Seller hereunder shall be true and correct in all material respects at and as of Closing, and Seller shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by Seller prior to or at Closing;
Representations and Performance. The representations and warranties made by Purchaser hereunder shall be true and correct in all material respects at and as of Closing, and Purchaser shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by Purchaser prior to or at Closing;
Representations and Performance. Except (i) as affected by the transactions expressly contemplated by this Agreement, (ii) for those representations and warranties which were intended by their context to be accurate only as of the date on which made, or (iii) as agreed to by Purchaser in writing, the representations and warranties made by Seller hereunder shall be true and correct in all material respects at and as of Closing, and Seller shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by Seller prior to or at Closing;
Representations and Performance. The representations and warranties made by Purchaser and Gargoyles hereunder shall be true and correct in all material respects at and as of Closing, and Purchaser and Gargoyles shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by Purchaser and Gargoyles prior to or at Closing;
Representations and Performance. All representations and warranties of each party hereto contained herein and in the other Operative Agreements shall be true and correct as of the Closing Date and each party shall have performed and complied with all agreements and conditions contained herein and in the other Operative Agreements required to be performed or complied with by it on or prior to the Closing Date; and no Default or Event of Default shall have occurred and be continuing, or would result from the consummation of any of the transactions contemplated to occur on the Closing Date.
Representations and Performance. The representations and warranties of the Global Group contained in this Agreement shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date. Condemnation Defendants shall have duly performed and complied in all material respects with all covenants and agreements and Execution Version conditions required by this Agreement to be performed or complied with by Condemnation Defendants prior to or on the Closing Date.
