Representations at Closing. The representations and warranties of the Buyer in this Agreement shall continue to be true, accurate and not misleading up to and including the relevant Closing Date as if each such representation and warranty were repeated at such Closing Date with reference to the facts and circumstances then existing.
Representations at Closing. At any RoFR Closing, the Sellers shall represent and warrant in writing to the Buyers only that the Sellers (i) are the sole beneficial and record owners of the Offered Interests and have good and marketable title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement) and (ii) have full power and authority to sell the Offered Interests without conflict with the terms of any law, order or material agreement or instrument binding upon them or their assets; and the Sellers shall deliver to the Buyers such customary instruments of assignment with respect to the Offered Interests as may be reasonably requested by the Buyers.
Representations at Closing. At the closing of any Transfer of Included Interests pursuant to this Section 9.3, (i) the participating Buyers shall not be required to make any representations and warranties with respect to the Company or the Business other than those that the Sellers make to the purchaser, nor shall the Buyers be required to make any non-compete, non-solicit or similar covenants in connection with such Transfer, and (ii) the participating Buyers shall deliver to the purchaser such customary instruments of assignment with respect to the Included Interests as may be reasonably requested by the purchaser.
Representations at Closing. At the closing of any purchase and sale pursuant to the Buy-Sell Procedure, the selling Member Group shall represent and warrant in writing to the non-selling Member Group that the selling Members (i) are the sole beneficial and record owners of the Interests being sold and have good and marketable title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement) and (ii) have full power and authority to sell the Interests being sold without conflict with the terms of any law, order or material agreement or instrument binding upon them or their assets; and the selling Members shall deliver to the non-selling Member Group such customary instruments of assignment with respect to the Interests being sold as may be reasonably requested by the non-selling Member Group.
Representations at Closing. At any RoFR Closing, the Sellers shall represent and warrant in writing to AWS Sub only that the Sellers (i) are the sole beneficial and record owners of the Offered Interests and have good and marketable title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement) and (ii) have full power and authority to sell the Offered Interests without conflict with the terms of any law, order or material agreement or instrument binding upon them or their assets; and the Sellers shall deliver to AWS Sub such customary instruments of assignment with respect to the Offered Interests as may be reasonably requested by AWS Sub.
Representations at Closing. At any RoFR Closing, the Sellers shall represent and warrant in writing to American III only that the Sellers (i) are the sole beneficial and record owners of the Offered Interests and have good title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement or under any applicable securities laws and other than Liens under or pursuant to the Senior Credit Facility and the other Loan Documents (as defined therein)) and (ii) have full power and authority to sell the Offered Interests without conflict with the terms of any Applicable Law, order or agreement or instrument binding upon them or their assets. The Sellers shall deliver to American III such customary instruments of assignment with respect to the Offered Interests as may be reasonably requested by American III to vest in American III all right, title and interest therein.
Representations at Closing. For the purposes of this Article 11, each party shall be deemed to have remade all of its representations and warranties contained in this Agreement at the Closing with the same effect as if originally made at the Closing. ARTICLE 12
Representations at Closing. Equus shall not have discovered any -------------------------- material error, misstatement, or omission in the representations or warranties made by PEI, Sub or IDS in Articles III and IV; the representations and warranties made by PEI, Sub and IDS in Articles III and IV shall be deemed to have been made again as of the time of Closing, and shall then be true in all material respects; PEI, Sub and IDS shall each have performed and complied with all agreements and conditions required by this Agreement to be performed or complied by it at or before the Closing and Equus shall have received certificates, each dated the Closing Date, of the President or a Vice President of PEI, Sub and IDS, respectively, to the effect set forth in this Section 9.1.
Representations at Closing. At the closing of any purchase of any of the Total Subject Stock contemplated herein, all of such Total Subject Stock being transferred to Powertel or Sonera and any common stock of Powertel being transferred to Investors shall be issued, sold, transferred or assigned free and clear of any and all liens, claims or encumbrances. Each of Investors, Powertel and Sonera shall provide to the other party to the transaction the following representations and warranties, as applicable to such party:
Representations at Closing. All the foregoing representations and warranties are deemed to be fully confirmed at Closing with reference to Closing Date.
