REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERSUB. In order to induce the Company to enter into and perform this Agreement and to consummate the Contemplated Transactions, each of Buyer and MergerSub hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERSUB. Active 37496756.2 42 In order to induce the Company to enter into and perform this Agreement and to consummate the Contemplated Transactions, Buyer and MergerSub hereby represent and warrant to the Company that the following representations and warranties are true and correct as of the date of this Agreement and will be true and correct as of the Effective Time (except to the extent such representations and warranties speak expressly as of an earlier date):
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERSUB. Buyer and each MergerSub jointly and severally represent and warrant to TopCo and to the Sellers’ Representative (on behalf of the TopCo Sellers as follows (with the understanding and acknowledgement that TopCo would not have entered into this Agreement without being provided with the representations and warranties set forth herein, and that these representations and warranties constitute an essential and determining element of this Agreement):
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERSUB. All of Buyer's and MergerSub's representations and warranties contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties speak as of an earlier date, (ii) Buyer and MergerSub shall have performed and complied with all agreements and covenants required by this Agreement to be performed by them on or prior to the Closing Date; and (iii) with respect to (i) and (ii), at the Closing there shall be delivered to the Company a certificate signed by an executive officer or authorized representative of Buyer and MergerSub to the foregoing effect.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERSUB. Buyer and MergerSub represent and warrant to Seller as of the date hereof and as of the Effective Time as follows:
