Representations and Warranties True When Made and At Closing Sample Clauses

Representations and Warranties True When Made and At Closing. (a) Solely with respect to Seller’s obligations to close this Agreement, all of the representations and warranties of Buyer shall be true in all material respects as of the date of this Agreement and on the Closing Date. (b) Solely with respect to Buyer’s obligations to close this Agreement, the representations and warranties of Seller shall be true in all material respects as of the date of this Agreement and on the Closing Date (unless made as of another designated date, which as of the Closing shall remain true and correct in all material respects as of such designated date) except for instances where the failure of such representations to be true (including, without limitation, as shown by Buyer’s audits of the financial statements of the Business), taken in the aggregate (and without giving effect to any “materiality” or “Material Adverse Effect” qualifier), would not have a Material Adverse Effect.

Representations and Warranties True When Made and At Closing. All of the Parties’ representations and warranties in this Agreement must be true as of the date of this Agreement and on the Closing Date to the best of the Parties’ knowledge, information, and belief.

Representations and Warranties True When Made and At Closing. (a) All of the representations and warranties of Buyer shall be true as of the date of this Agreement and on the Closing Date, and the representations and warranties of Seller shall be true in all material respects as of the date of this Agreement and on the Closing Date (unless made as of another designated date) except for instances where the failure of such representations to be true, taken in the aggregate, is not materially adverse to the Business as a whole; (b) Any consents of governmental entities, including without limitation any applicable regulatory approvals, required to be obtained prior to the consummation of the transactions contemplated hereby have been obtained; (c) Buyer shall have executed and delivered an agreement assuming the real property lease relating to the Business; and (d) The Closing Purchase Price, less the Earnest Money, shall have been paid by Buyer via wire transfer of xxxxxiately available funds to an account designated by Seller. (e) Buyer shall cause the Earnest Money, with such additions or subtractions as may be xxxxxxly agreed upon by the parties pursuant to the terms of this Agreement, to be paid to Seller as soon as reasonably practicable following Closing.

Representations and Warranties True When Made and At Closing. (a) Solely with respect to Sellers’ obligations to close this Agreement, all of the representations and warranties of Buyers qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date). (b) Solely with respect to Buyers’ obligations to close this Agreement, (i) the representations and warranties of Sellers contained in Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) and Section 3.2 qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and (ii) each of the other representations and warranties of Sellers shall be true and correct in all respects (without giving effect to any limitation indicated by the words “in all material respects,” “material” or “materially”) as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), except in the case of this clause (ii), where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, or would not reasonably be expected to have, a Material Adverse Effect on either (A) the New Orleans Business or (ii) the S.E. FH Virginia Business, as applicable, in each case taken as a whole.

Representations and Warranties True When Made and At Closing. All of the representations and warranties of the other party shall be true and correct in all material respects on and as of the date of this Agreement and the Closing Date (unless made as of another designated date).

Representations and Warranties True When Made and At Closing. All of the representations and warranties of Seller and Buyer shall be true in all material respects as of the date of this Agreement and at the Closing (unless made as of another designated date, in which case they shall be shall be true in all material respects as of such date).

Representations and Warranties True When Made and At Closing. (a) Solely with respect to Sellers’ obligations to close this Agreement, all of the representations and warranties of Buyers qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this 29 Agreement and as of the Closing Date as though made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date). (b) Solely with respect to Buyers’ obligations to close this Agreement, (i) the representations and warranties of Sellers contained in Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) and Section

Representations and Warranties True When Made and At Closing. The representations and warranties of the Sellers contained in Section 4 shall have been be true and correct as of the date such representations and warranties were made and the representations and warranties of the Sellers contained in Sections 4.1, 4.2, 4.3, 4.4, 4.5, and 4.28 shall be true and correct at and as of the Closing Date as though such representations and warranties were made as of that time.

Representations and Warranties True When Made and At Closing. The representations and warranties of the Buying Parties contained in Section 5 shall have been be true and correct as of the date such representations and warranties were made and the representations and warranties of the Buying Parties contained in Sections 5.1, 5.2, 5.3, 5.4 and 5.5 shall be true and correct at and as of the Closing Date as though such representations and warranties were made as of that time; provided, however, that the Buying Parties shall be permitted to revise the representations and warranties contained in Section 5.5 to the extent necessary to maintain the accuracy of such representations and warranties after taking into account the impact of any agreement of Pamarco or its Affiliates to acquire a French company and any related actions. If Section 5.5 is revised pursuant to the preceding sentence, the representations and warranties of the Buying Parties contained in such revised Section 5.5 shall be true and correct at and as of the Closing Date.

Representations and Warranties True When Made and At Closing. (a) Solely with respect to the Seller’s obligations to close this Agreement, all of the representations and warranties of the Buyer shall be true in all material respects as of the date of this Agreement and on the Closing Date (unless made as of another designated date, which as of the Closing shall remain true and correct in all material respects as of such designated date) except for instances where the failure of such representations to be true, taken in the aggregate, would not have a Material Adverse Effect.. (b) Solely with respect to the Buyer’s obligations to close this Agreement, the representations and warranties of the Seller shall be true in all material respects as of the date of this Agreement and on the Closing Date (unless made as of another designated date, which as of the Closing shall remain true and correct in all material respects as of such designated date) except for instances where the failure of such representations to be true (including, without limitation, as shown by the Buyer’s audits of the financial statements of the Business), taken in the aggregate, would not have a Material Adverse Effect.