Representations and Warranties and Covenants of Buyer. The representations and warranties of Buyer herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time; Buyer shall have in all material respects performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Buyer shall have delivered to Seller certificates of Buyer in form and substance reasonably satisfactory to Seller, dated the Closing Date and signed by the chief executive officer of Buyer, to such effect.
Representations and Warranties and Covenants of Buyer. The representations and warranties of Buyer herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time. Buyer shall have performed all obligations and complied with all Covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date.
Representations and Warranties and Covenants of Buyer. Buyer represents and warrants and covenants to the Seller as follows:
Representations and Warranties and Covenants of Buyer. The ----------------------------------------------------- representations and warranties of Buyer herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time (except where such representation and warranty is made as of a date specifically set forth therein); Buyer shall have in all material respects performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Buyer shall have delivered to Sellers certificates of Buyer in form and substance satisfactory to Seller, dated the Closing Date and signed by its President, to such effect.
Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, such representations and warranties shall be true and correct in all material respects as of such specified date);
Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to any materiality or similar qualifications therein, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct as would not materially impair or prevent Buyer’s ability to consummate the transactions contemplated by this Agreement;
Representations and Warranties and Covenants of Buyer. The representations and warranties of Buyer herein contained shall be true in all material respects (PROVIDED, HOWEVER, that where a representation or warranty is already qualified as to materiality, such representation or warranty shall be true in all respects) at the Closing Date with the same effect as though made at such time, Buyer shall have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed, or complied with by it (except in immaterial respects), on or prior to the Closing Date, and Xxxxx shall have delivered to Seller a certificate of Buyer ("Buyer's Closing Certificate") dated as of the Closing Date and signed by its president to such effect. The representations and warranties made by Buyer in Buyer's Closing Certificate shall constitute, upon execution and delivery thereof, representations and warranties of Buyer for all purposes of this Agreement including Article III hereof.
Representations and Warranties and Covenants of Buyer. (i) At the Closing, (A) the Buyer Fundamental Representations shall be true and correct in all material respects (provided that if such Buyer Fundamental Representation is subject to a materiality threshold, such Buyer Fundamental Representation shall be true and correct in all respects) as though made at and as of the Closing Date (except that to the extent such Buyer Fundamental Representations expressly relate to a specified date, such Buyer Fundamental Representation shall be true as of such specified date), and (B) the representations and warranties of Buyer set forth in this Agreement other than the Buyer Fundamental Representations shall be true and correct (without giving effect to any “materiality” or “material adverse effect” qualifiers set forth therein) as though made at and as of the Closing Date (except that to the extent such representations and warranties expressly relate to a specified date, such representations and warranties shall be true as of such specified date), except to the extent that breaches thereof have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby;
Representations and Warranties and Covenants of Buyer. Buyer hereby represents and warrants and Covenants to each Subject Company and the Shareholders as follows:
Representations and Warranties and Covenants of Buyer. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law):
