Representations and Warranties and Covenants of Seller. (i) The representations and warranties of Seller contained in Section 3.2, Section 3.3 and Section 3.10(a) (collectively the “Specified Representations”) shall be accurate in all respects as of the date made and as of the Closing Date with the same effect as though made at and as of such date, except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date.
(ii) Except for the Specified Representations, the representations and warranties of Seller contained in Article III shall be accurate in all respects as of the date made and as of the Closing Date with the same effect as though made at and as of such date (except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date), other than, in each case, for inaccuracies of such representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality and similar qualifications contained in such representations and warranties shall be disregarded);
(iii) Seller shall have in all material respects performed the obligations and complied with the covenants required by this Agreement to be performed or complied with by it at or prior to the Closing.
(iv) The Acquired Companies shall not have any Indebtedness.
(v) Seller shall have delivered to Buyer a certificate of Seller, dated the Closing Date, to the effect of the foregoing clauses (i) through (iv).
Representations and Warranties and Covenants of Seller. The representations and warranties of Seller herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time; Seller shall have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date.
Representations and Warranties and Covenants of Seller. The representations and warranties of Seller 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, Seller 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 Seller shall have delivered to Buyer a certificate of Seller ("Seller's Closing Certificate") dated as of the Closing Date and signed by its president to such effect. The representations and warranties made by Seller in Seller's Closing Certificate shall constitute, upon execution and delivery thereof, representations and warranties of Seller for all purposes of this Agreement including Article II hereof.
Representations and Warranties and Covenants of Seller. (i) The representations and warranties of Seller contained in Section 3.1(d) shall be true and correct as of the Closing Date as though made on and as of the Closing Date. The representations and warranties of Seller contained in this Agreement (other than Section 3.1(d)), without giving effect to any materiality or Material Adverse Effect qualifications therein, shall be true and correct 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 in the aggregate have a Material Adverse Effect;
(ii) Seller shall have in all material respects performed the obligations and complied with the covenants (except for the covenants in Sections 4.23, 4.24 and 4.25, which Seller shall have complied with in all respects) required by this Agreement to be performed or complied with by it at or prior to the Closing; and
(iii) Seller shall have delivered to Buyer a certificate of Seller, dated the Closing Date, to the effect of the foregoing clauses (i) and (ii).
Representations and Warranties and Covenants of Seller. The obligation of Buyer to consummate the transactions contemplated by this Agreement is 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 Buyer in whole or in part to the extent permitted by applicable Law):
(i) The representations and warranties of the Seller, set forth in Article IV of this Agreement shall be true and correct when made and at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date); provided, however, that for purposes of this Section 9.1(a) there shall be removed from all such representations and warranties, except the representations and warranties set forth in Section 4.12, any references to “material,” “Material Adverse Effect” and words of like import or effect, but not the defined terms “Material Contracts,” “Material Customer Contracts,” “Material Intangible Property,” “Material Leases,” “Material License,” “Material Subsidiary,” “Owned Material Intangible Property” and “Seller Owned Material Intangible Property”; and provided, further, that in the event of a breach of a representation or warranty, the condition set forth in this Section 9.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect; and provided, further, that in the event of a breach of a representation or warranty, Seller agrees that Buyer will be entitled to assert an indemnity claim pursuant to Article XII if and to the extent provided in such Article notwithstanding whether such breach constitutes a Material Adverse Effect and (ii) Buyer shall have received a certificate signed by an authorized officer of the Seller, dated the Closing Date, to such effect; and
(b) The Seller, the Company and the Subsidiaries shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller, the Company and the Subsidiaries, respectively, on or prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to such effect; provided, however, that if Seller is not able to obtain, or cause the Company or the Subsidiary which...
Representations and Warranties and Covenants of Seller. (i) The representations and warranties of Seller contained in this Agreement, without giving effect to any materiality or Material Adverse Effect 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 in the aggregate have a Material Adverse Effect or prevent or materially delay consummation by Seller of the transactions contemplated by this Agreement;
(ii) Seller shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and
(iii) Seller shall have delivered to Buyer a certificate of Seller, dated the Closing Date, to the effect of the foregoing clauses (i) and (ii).
Representations and Warranties and Covenants of Seller. The Seller hereby represents and warrants to the Company as follows:
Representations and Warranties and Covenants of Seller. To induce Buyer to enter into this Agreement and to purchase the Assets, Seller hereby makes the following representations, warranties and covenants. Seller acknowledges and agrees that Buyer is entitled to rely and has relied on the following representations, warranties and covenants.
Representations and Warranties and Covenants of Seller. Seller represents, warrants and covenants to each Buyer that:
Representations and Warranties and Covenants of Seller. (i) The representations and warranties of Seller contained in Article III and Article IV shall be true and correct (without giving effect to any qualification therein as to “materiality” or as to whether any matter would or would not be expected to have a Material Adverse Effect) at the Closing Date with the same effect as though made at such time, except that any representations and warranties made as of a specified date shall be true and correct as of such specified date and except for any failure to be so true and correct that, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect; and (ii) Seller 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. Except for the representations and warranties referred to above in this Section 7.2(a) no breach of representation or warranty made by Seller shall be a condition to Closing. The previous sentence is not intended to limit Buyer’s right to indemnification under Article IX.
