Representations and Warranties; Covenants and Conditions. Each of 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 date of the Closing Date with the same force as though such representations and warranties had been made on and as of the Closing Date. The Purchaser shall have performed and complied in all material respects with each and every covenant, agreement and condition required by this Agreement to be performed or satisfied by the Purchaser at or prior to the Closing Date.
Representations and Warranties; Covenants and Conditions. Each of the representations and warranties of the Purchaser and the Purchaser Constituent Corporation contained in this Agreement or in any Collateral Document, and the information contained in any Schedules to Article 5 of this Agreement, and any documents or instruments delivered at the Closing by the Purchaser or the Purchaser Constituent Corporation shall have been true and correct when made and 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 had been made on and as of the Closing Date and, at the Closing, Purchaser and the Purchaser Constituent Corporation shall have executed and delivered to the Company and the Stockholders a certificate to that effect. The Purchaser and the Purchaser Constituent Corporation shall have each performed and complied in all respects with each and every covenant, agreement and condition required by this Agreement to be performed or satisfied by the Purchaser or the Purchaser Constituent Corporation at or prior to the Closing Date and, at the Closing, the Purchaser shall have executed and delivered to the Company and the Stockholders a certificate to that effect.
Representations and Warranties; Covenants and Conditions. Each of the representations and warranties of the Seller and the Shareholder contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. The Seller and the Shareholder shall have each performed and complied in all material respects with each and every covenant, agreement and condition required by this Agreement to be performed or satisfied by the Seller and the Shareholder, as the case may be, at or prior to the Closing Date.
Representations and Warranties; Covenants and Conditions. Each of the representations and warranties of the Seller and the Members contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except for those representations and warranties that by their terms relate to an earlier date, which representations and warranties shall be true and correct in all material respects with regard to such earlier date. The Seller and the Members shall have each performed and complied in all material respects with each and every covenant, agreement and condition required by this Agreement to be performed or satisfied by the Seller and the Members, as the case may be, at or prior to the Closing Date.
Representations and Warranties; Covenants and Conditions. Each of the representations and warranties of the Company and the Key Stockholders contained in this Agreement or in any Collateral Document, and the information contained in the Schedules to this Agreement provided by the Company or the Key Stockholders, and any documents or instruments delivered at the Closing by the Company or any of the Key Stockholders, shall have been true and correct when made and 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 had been made on and as of the Closing Date (disregarding for this purpose any supplements to the Schedules which the Company may be permitted to give pursuant to this Agreement). The Company and each of the Key Stockholders shall have each performed and complied in all respects with each and every covenant, agreement and condition required by this Agreement to be performed or satisfied by the Company and the Key Stockholder, as the case may be, at or prior to the Closing Date and, at the Closing. At the Closing, (i) the Company shall have executed and delivered to the Purchaser a certificate to that effect in respect of the representations, warranties and covenants of the Company and the Key Stockholders other than Distribution Partners; and (ii) Distribution Partners shall have executed and delivered to the Purchaser a certificate to that effect in respect of the representations, warranties and covenants of Distribution Partners.
Representations and Warranties; Covenants and Conditions. The representations and warranties contained in section 6.1 are and shall continue to be true and correct in every respect as if made by the Borrower contemporaneously with the Borrowing. The Lender Group shall have received such certificates or other instruments of the Borrower or of the officers of the Borrower as the Lender Group's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement have been performed or complied with at or prior to the Closing by the Borrower and that the representations and warranties of the Borrower herein given are correct at the Closing.
