Representations and Warranties Accurate. All representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects on and as of the Closing Date as if made again at and as of such date.
Representations and Warranties Accurate. All representations and warranties made by or on behalf of the Borrower and the other Loan Parties, or any of them, to the Administrative Agent or any of the Lenders shall be true, accurate and complete in all material respects and shall not omit any material fact necessary to make the same not materially misleading.
Representations and Warranties Accurate. All representations and warranties of the Shareholder and the Company contained in this Agreement shall have been true in all material respects as of the Closing Date.
Representations and Warranties Accurate. The representations and warranties by Borrower in the Loan Documents are correct in all material respects on and as of the date of the recordation of the Deed of Trust.
Representations and Warranties Accurate. The representations and warranties by Borrower and the other Loan Parties in this Agreement and in the other Loan Documents are true and correct in all material respects on and as of the Effective Date, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, in all material respects, as of such earlier date.
Representations and Warranties Accurate. 9.3.1 IFT shall deliver the Disclosure Schedule to this Agreement no later than seven (7) days from the date of this Agreement. TNCI shall have seven (7) days after its receipt of the Disclosure Schedule to determine, in its sole discretion, whether or not TNCI shall accept the representations and warranties as modified or amplified by the Disclosure Schedule. If TNCI determines that any part of the Disclosure Schedule is unacceptable, TNCI may provide IFT additional time to remedy the matter or may terminate this Agreement in accordance with its provisions.
9.3.2 All representations and warranties of IFT contained in this Agreement shall be true in all respects when made on the date of execution of this Agreement, and also at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date. IFT shall furnish TNCI with a certificate, dated the Closing Date and signed on behalf of IFT and by a duly authorized officer thereof stating the above in such form as TNCI may reasonably request. The acceptance of the Purchase Price by IFT shall constitute an affirmation by IFT of the truth, as of the Closing Date, of the representations and warranties made by in this Agreement.
Representations and Warranties Accurate. All representations and warranties of the Seller contained in Article III shall be true and accurate in all material respects (disregarding, for purposes of such determination of materiality, all qualifications in such representations and warranties regarding “material”), as of the date of this SPA and (except that representations and warranties that are made as of a specific date need only be true and correct as of such date) as of such Closing Date as though newly made on and as of such Closing Date.
Representations and Warranties Accurate. The representations and warranties of the Buyer (i) with respect to 6.1 (Organization), 6.2(a) (Capitalization), 6.3 (Binding Obligation) and 6.10 (Brokers) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), and (ii) each of the other representations and warranties of the Buyer shall be true and correct (without giving effect to any exception or qualification contained therein relating to materiality or a Buyer Material Adverse Effect) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, or would not be reasonably expected to have, a Buyer Material Adverse Effect.
Representations and Warranties Accurate. Each of (a) the Fundamental Representations of the Company shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made as of the Closing, except (i) to the extent that any such representation and warranty expressly refers to an earlier date in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) for any de minimis inaccuracy and (b) all other representations and warranties of the Company set forth in Article 4 (other than Fundamental Representations of the Company) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made as of the Closing (except to the extent that any such representation and warranty expressly refers to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of the Company to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect.
Representations and Warranties Accurate. The representations and warranties of the Company and the representations and warranties of the Sellers (i) with respect to Sections 4.1 (Organization), 4.2 (Binding Obligations), 4.5 (The Shares), 5.1 (Organization and Qualification), 5.2(a) (Capitalization of the Company), 5.3(a) (Subsidiaries), 5.4 (Binding Obligation), and 5.18 (Brokers) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), and (ii) each of the other representations and warranties of the Company and of the Sellers shall be true and correct (without giving effect to any exception or qualification contained therein relating to materiality or a Material Adverse Effect) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, or would not be reasonably expected to have, a Material Adverse Effect.
