Representations and Warranties True at Closing Date. Buyer's representations and warranties contained in this Agreement shall be true on and as of the Closing Date with the same force and effect as though made on and as of such date and Buyer shall have complied with the covenants and agreements set forth herein to be performed by it on or before the Closing Date.
Representations and Warranties True at Closing Date. The representations and warranties made by the Buying Entities in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made again and reaffirmed on and as of the Closing Date, except to the extent a representation or warranty expressly relates to an earlier date.
Representations and Warranties True at Closing Date. Except for changes as may be contemplated by this Agreement, each of the representations and warranties of the Buyer contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or material adverse effect, must be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of such date, unless the representation or warranty is made as of a specified date; the Buyer must have performed and complied in all material respects with the covenants and agreements set forth herein to be performed or complied with by it on or before the Closing Date; and the Buyer must have delivered to the Seller a certificate dated the Closing Date and signed by its duly authorized officer to all such effects.
Representations and Warranties True at Closing Date. The representations and warranties of the Company herein contained shall be, in all material respects, true as of and at the Closing Date with the same effect as though made at such date; and the Company shall have performed and complied, in all material respects, with all covenants required by this Agreement to be performed or complied with by the Company before the Closing Date.
Representations and Warranties True at Closing Date. The representations and warranties made by either Party herein 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 such date.
Representations and Warranties True at Closing Date. As of the Effective Time, the representations and warranties contained in Article IV shall be true and correct in all respects as if made on and as of the Closing Date (except in each case for (i) such changes that are caused by CareFirst's compliance with the terms of this Agreement, and (ii) representations and warranties that address matters only as of a date or with respect to the period of time specified therein) without regard to any materiality qualifications or qualifications for CareFirst Material Adverse Effect; provided, however, that such representations and warranties shall be deemed to be true and correct unless the failure of such representations and warranties to be true and correct, in the aggregate, would result in a CareFirst Material Adverse Effect; and provided further, that no representation or warranty contained in Section 4.11 shall be violated by reason of the expiration of any CareFirst Material Contract in accordance with its terms.
Representations and Warranties True at Closing Date. The --------------------------------------------------------- representations and warranties of Buyer contained in Section 6 of this Agreement shall be deemed to have been made again at and as of the Closing Date and shall then be true and correct in all material respects and, at the Closing, Buyer shall have delivered to Seller a certificate signed by its President and dated the Closing Date to such effect.
Representations and Warranties True at Closing Date. DVS's --------------------------------------------------- representations and warranties contained in this Agreement shall be true on and as of the Closing Date with the same force and effect as though made on and as of such date; DVS shall have complied with the covenants and agreements set forth herein to be performed by it on or before the Closing Date; and DVS shall have delivered to Arris a certificate dated the Closing Date and signed by a duly authorized officer of DVS to all such warrants.
Representations and Warranties True at Closing Date. The representations and warranties of EGPI herein shall be deemed to have been made again at the Closing Date, and then be true and correct, subject to any changes contemplated by this Agreement. EGPI shall have performed all of the obligations to be performed by EGPI hereunder on or prior to the Closing Date.
Representations and Warranties True at Closing Date. Each of the representations and warranties of CBG and Commercial Bank contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of such date; CBG and Commercial Bank shall have performed and complied in all respects with the covenants and agreements set forth herein to be performed or complied with by CBG or Commercial Bank on or before the Effective Time; and CBG and Commercial Bank shall have delivered to Acquiror and Colonial Bank a certificate in form and substance reasonably satisfactory to Acquiror confirming such matters and confirming such other matters as may be reasonably requested by Acquiror.
