Representations and Warranties True as of the Exchange Closing Date Sample Clauses

Representations and Warranties True as of the Exchange Closing Date. The representations and warranties of UGC set forth in Section 3.2 (“UGC’s Representations and Warranties”) that are qualified as to materiality or by terms such as “material,” “UGC Material Adverse Effect,” or “Material Adverse Effect” and the representations and warranties set forth in Section 3.2(i) (“UGC Stock”) will be true and correct in all respects, and those not so qualified (other than the representations and warranties set forth in Section 3.2(i)) will be true and correct in all material respects, on and as of the Exchange Closing Date with the same force and effect as though made on and as of the Exchange Closing Date, except to the extent such representations and warranties expressly relate to an earlier date other than the date of this Agreement (in which case, such representations and warranties that are qualified as to materiality or by terms such as “material,” “UGC Material Adverse Effect,” or “Material Adverse Effect” will be true and correct in all respects, and those not so qualified will be true and correct in all material respects, on and as of such earlier date).
Sample 1
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Representations and Warranties True as of the Exchange Closing Date. The representations and warranties of LMINT set forth in Section 3.1 (“LMINT’s Representations and Warranties”) and Article IV (“Representations and Warranties Regarding Liberty Chile and Its Subsidiaries”) that are qualified as to materiality or by terms such as “material,” “Liberty Chile Material Adverse Effect,” or “Material Adverse Effect” and the representations and warranties set forth in Section 3.1(h) (“Ownership of Liberty Chile Stock”) will be true and correct in all respects, and those not so qualified will be true and correct in all material respects, on and as of the Exchange Closing Date with the same force and effect as though made on and as of the Exchange Closing Date, except to the extent such representations and warranties expressly relate to an earlier date other than the date of this Agreement (in which case, such representations and warranties that are qualified as to materiality or by terms such as “material,” “Liberty Chile Material Adverse Effect,” or “Material Adverse Effect” will be true and correct in all respects, and those not so qualified will be true and correct in all material respects, on and as of such earlier date).
Sample 1

Related to Representations and Warranties True as of the Exchange Closing Date

  • Representations and Warranties True as of the Closing Date Buyer’s representations and warranties in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.

  • Representations and Warranties on Closing Date The representations and warranties made in this Article III will be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date.

  • Representations and Warranties True on the Closing Date Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.

  • Representations and Warranties True at Closing The representations and warranties made by the Buyer in this Agreement must be true in all material respects at and as of Closing with the same effect as though such representations and warranties had been made or given on and as of Closing.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • Representations and Warranties of the Investors Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

  • Representations and Warranties of the Investor The Investor hereby represents and warrants to the Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • Representations and Warranties of the Executive The Executive represents and warrants to the Company as follows: (a) This Agreement, upon execution and delivery by the Executive, will be duly executed and delivered by the Executive and (assuming due execution and delivery hereof by the Company) will be the valid and binding obligation of the Executive enforceable against the Executive in accordance with its terms. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the performance of this Agreement in accordance with its terms and conditions by the Executive (i) requires the approval or consent of any governmental body or of any other person or (ii) conflicts with or results in any breach or violation of, or constitutes (or with notice or lapse of time or both would constitute) a default under, any agreement, instrument, judgment, decree, order, statute, rule, permit or governmental regulation applicable to the Executive. Without limiting the generality of the foregoing, the Executive is not a party to any non-competition, non-solicitation, no hire or similar agreement that restricts in any way the Executive’s ability to engage in any business or to solicit or hire the employees of any person. The representations and warranties of the Executive contained in this Section 9 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Representations and Warranties to be True and Correct The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.

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