Representations and Warranties True; Obligations Performed. (a) The representations and warranties made by Purchaser in this Agreement shall be true and correct, in all material respects, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though such representations and warranties were made at and as of such date.
Representations and Warranties True; Obligations Performed. (a) The representations and warranties made by Seller in 3.1(a) and Sections 3.2 and 3.3 of this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) all of the representations and warranties made by Seller in this Agreement shall be true and correct as of the Closing Date at and as though such representations and warranties were made as of the Closing Date. The condition contained in this Section 10.1(a) shall be deemed to have been satisfied even if such representations or warranties are not true and correct unless the failure of any of the representations or warranties to be so true and correct, individually or in the aggregate, would have a Material Adverse Effect, and, nothing contained in this section 10.1(a) shall be deemed to preclude, or otherwise limit, the right of Purchaser to be indemnified for any breach of a representation or warranty by Seller in accordance with the provisions of Article XII hereof.
Representations and Warranties True; Obligations Performed. Each of the representations and warranties of the Buyer contained in Article V shall be true and correct in all material respects at and as of the Closing, the Buyer shall have performed, on or before the Closing Date, all obligations contained in this Agreement which by the terms hereof are required to be performed by Buyer on or before the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer to such effect.
Representations and Warranties True; Obligations Performed. (a) The representations and warranties made by Seller in this Agreement shall be true and correct, in all material respects as of the date of this Agreement (except to the extent such representations and warranties speak as of an earlier date) all of the representations and warranties made by Seller in this Agreement shall be true and correct in all material respects as of the Closing Date at and as though such representations and warranties were made as of the Closing Date, provided, however, that neither party shall be relieved of any obligation hereunder as a result of such party's own error, misstatement or omission, and provided, however, that nothing contained in this section 10.1(a) shall be deemed to preclude, or otherwise limit, the right of Purchaser to be indemnified for any breach of a representation or warranty by Seller in accordance with the provisions of Article XII hereof.
Representations and Warranties True; Obligations Performed. Each of the representations and warranties contained in Sections 2.2, 2.3 and 2.4 of this Agreement shall be true and correct in all material respects at and as of the Closing Date, except as otherwise specifically provided for herein. The Shareholders shall have performed, on or before the Closing Date, all obligations under this Agreement which by the terms hereof are to be performed respectively by each Shareholder on or before the Closing Date.
Representations and Warranties True; Obligations Performed. (a) The representations and warranties made by Seller in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date at and as though such representations and warranties were made as of the Closing Date. The condition contained in this Section 10.1(a) shall be deemed to have been satisfied even if such representations or warranties are not true and correct unless the failure of any of the representations or warranties to be so true and correct, individually or in the aggregate, would have a Material Adverse Effect, and, nothing contained in this section 10.1(a) shall be deemed to preclude, or otherwise limit, the right of Purchaser to 44 be indemnified for any breach of a representation or warranty by Seller in accordance with the provisions of Article XII hereof.
Representations and Warranties True; Obligations Performed. Each of the representations and warranties of FNEDC contained in Section 2.1 shall be true and correct in all material respects at and as of the Closing, except as otherwise specifically provided for herein. FNEDC shall have performed, on or before the Closing Date, all obligations under this Agreement which by the terms hereof are to be performed by FNEDC on or before the Closing Date. (b)
Representations and Warranties True; Obligations Performed. (a) The representations and warranties made by Purchaser contained in Section 3.1(a), the first sentence of Section 3.1(b), Section 3.2(a) and Section 3.2(b)(i) shall be true and correct in all respects (except for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of a different date, in which case as of such date).
Representations and Warranties True; Obligations Performed. Each of the representations and warranties contained in Article II shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of a specific date or time (which need only be true and correct in all respects as of such date or time), unless any such failures to be true and correct, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; the Company and Parent shall have performed in all material respects, on or before the Closing Date, all covenants, agreements and obligations contained in this Agreement which by the terms hereof are required to be performed by the Company and Parent, respectively, on or before the Closing Date; and the Buyer shall have received a certificate signed by an authorized officer of each of the Company and Parent to such effect.
Representations and Warranties True; Obligations Performed. The representations and warranties of the Seller contained in this Agreement shall be true and correct at and as of the Closing Date as if again made on and as of such date (other than any representation or warranty that expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such date, and without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect"), except, in respect of all representations and warranties other than those contained in Section 3.2 and Section 3.3, to the extent that failures to be so true and correct have not had, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect; and the Buyer shall have received a certificate dated the Closing Date signed by an authorized officer of the Seller to such effect. The Seller shall have performed, on or before the Closing Date, all obligations contained in this Agreement which by the terms hereof are required to be performed by the Seller on or before the Closing Date, except to the extent that failures to perform such obligations have not had, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, and the Buyer shall have received a certificate dated the Closing Date signed by an authorized officer of the Seller to such effect.
