REPRESENTATIONS AND WARRANTIES TRUE AT THE EFFECTIVE TIME. Each of the Company's representations and warranties in this Agreement must have been accurate in all respects as of the date of this Agreement, and the representations and warranties contained in Sections 3.2, 3.3, 3.11, 3.14 (to the extent of any Proceeding under Section 3.14(a)(ii) or any Proceeding under Section 3.14(a)(i), excluding matters set forth in the Disclosure Letter, that may result in an uninsured loss in excess of $2 million), 3.24 and 3.25 must be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, without giving effect to any supplement to the Disclosure Letter, and the Company shall have delivered to Parent a certificate to such effect signed by the Chief Executive Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Key Technology Inc), Agreement and Plan of Merger (Key Technology Inc)
REPRESENTATIONS AND WARRANTIES TRUE AT THE EFFECTIVE TIME. Each of the Company's representations and warranties in this Agreement must have been accurate in all respects as of the date of this Agreement, and the representations and warranties contained in Sections 3.2, 3.3, 3.11, 3.14 (to the extent of any Proceeding under Section 3.14(a)(ii) or any Proceeding under Section 3.14(a)(i), excluding matters set forth in the Disclosure Letter, that may result in an uninsured loss in excess of $2 million), 3.24 and 3.25 must be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, without giving effect to any supplement to the Disclosure Letter, and the Company shall have delivered to Parent a certificate to such effect signed by the Chief Executive Officer of the Company."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Machine Vision Corp), Agreement and Plan of Merger (Key Technology Inc)
