Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer contained herein shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar terms set forth therein) both as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), except where the failure to be so true and correct, individually or in the aggregate with all other such failures, does not have and would not reasonably be expected to have a Material Adverse Effect on the Buyer. The Buyer shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by it on or prior to the Closing Date. The Buyer shall have delivered to ASC, a certificate, dated the date of the Closing and signed by an officer of the Buyer, to the foregoing effect.
Representations and Warranties; Compliance with Covenants. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made at the Closing except for changes expressly permitted or contemplated by this Agreement; the covenants required to be performed by the Purchaser at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects; and the Seller shall have received a certificate of the President or a Vice President of the Purchaser to such effect.
Representations and Warranties; Compliance with Covenants. 35 Section 8.02
Representations and Warranties; Compliance with Covenants. The representations and warranties of the Sellers and the Company contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), except where the failure to be true and correct would not, individually or in the aggregate with all other such failures, have a Material Adverse Effect on the Company. The Sellers and the Company shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by them on or prior to the Closing Date; provided, however, that the failure of the Sellers to comply with the covenants set forth in Section 9.15 shall only constitute a failure of this Section 7.01 in the event that such failure results in the non-disclosure of an event, fact or circumstance that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. ASC shall have delivered to the Parent a certificate, dated the date of the Closing and signed by an officer of ASC, to the foregoing effect.
Representations and Warranties; Compliance with Covenants. The representations and warranties of Borrower and Guarantor set forth in the Loan Documents continue to be true and correct in all applicable and material respects and Borrower and Guarantor continue to be in compliance with all of the other terms, conditions and covenants set forth in the Loan Documents in all material respects.
Representations and Warranties; Compliance with Covenants. Buyer's representations and warranties contained in Article XIX shall be true and correct in all material respects as of the Closing Date. Buyer shall have performed in all material respects all covenants, agreements and obligations required by this Contract to be performed or complied with by Buyer prior to the Closing Date.
Representations and Warranties; Compliance with Covenants. The representations and warranties of the Purchasers contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), except where the failure to be true and correct would not, individually or in the aggregate with all other such failures, have a Material Adverse Effect on the Parent. The Purchasers shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by them on or prior to the Closing Date. The Parent shall have delivered to ASC, a certificate, dated the date of the Closing and signed by an officer of the Parent, to the foregoing effect.
Representations and Warranties; Compliance with Covenants. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations or warranties need only be true and correct in all material respects as of such other date or time. The Purchaser shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date (including without limitation those set forth in Section 9.06). The Purchaser shall have delivered to the Seller a certificate, dated the date of the Closing and signed by an officer of the Purchaser, to the foregoing effect.
Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer contained herein qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to an earlier date, which representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of such earlier date). The Buyer shall have performed and complied in all material respects with all covenants and agreements required hereby to be performed or complied with by them on or prior to the Closing Date. The Buyer shall have delivered to Sellers a certificate, dated the date of the Closing and signed by an officer of the Buyer, to the foregoing effect.
Representations and Warranties; Compliance with Covenants. Except for --------------------------------------------------------- changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Purchasers contained in this Agreement shall be true and correct in all material respects and such representations and warranties as are qualified as to materiality shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct in all material respects or all respects, as the case may be, only as of such date or period. Purchasers and Parent shall have performed and complied with all covenants and agreements required to be performed or complied with by Purchasers or Parent under this Agreement prior to or concurrently with the Closing in all material respects.
