Representations, Performance, etc. The representations and warranties of the Buyer contained in this Agreement and the Trademark Assignment Agreement in Section 3.2 shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualifications) on and as of the Closing Date with the same effect as through made at and as of such time. The Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Trademark Assignment Agreement to be performed or complied with by them prior to or on the Closing Date. The Buyer shall have delivered to MD Industries a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.
Representations, Performance, etc. Each of the representations and warranties of Buyer contained in this Agreement that is qualified as to materiality shall be true and correct and each such representation and warranty that is not so qualified shall be true and correct in all material respects in each case on the date hereof and at and as of the Closing Date as though made on and as of the Closing Date. Buyer shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.
Representations, Performance, etc. The representations and warranties of the Purchasers contained herein and in the Ancillary Agreements to which it is a party shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and on and as of each Closing Date with the same effect as though made at and as of such Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Company shall have received a certificate of the Purchasers to such effect.
Representations, Performance, etc. The representations and warranties of the Purchaser contained in Section 2.2 that are not conditioned as to materiality shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of the Closing Date, except as modified by transactions permitted by this Agreement, and all representations and warranties of the Purchaser that are so qualified as to materiality shall be true and correct at and as of the Closing Date with the same effect as though made at and as of the Closing Date. The Purchaser shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing Date. The Purchaser shall have delivered to XXXX a certificate of the Purchaser signed by an officer of the Purchaser familiar with the transactions contemplated by this Agreement, dated the Closing Date, to the effect set forth above in this Section 4.2.1.
Representations, Performance, etc. The Company shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and the Collateral Agreements to be performed or complied with by it prior to or on the Closing Date. The Company shall have delivered to Transferor a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect.
Representations, Performance, etc. The representations and warranties of XXXX contained in this Agreement or in any certificate or document delivered in connection herewith that are not conditioned as to materiality shall be true and correct when made and true 41 and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of the Closing Date, except as modified by transactions permitted by this Agreement, and all representations and warranties of the Company and XXXX that are so qualified as to materiality shall be true and correct when made and at and as of the Closing Date with the same effect as though made at and as of the Closing Date. The Company and XXXX shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement or in any other agreement, instrument or document contemplated hereby to be performed or complied with by them prior to or at the Closing Date. XXXX shall have delivered to the Purchaser a certificate of XXXX signed by an officer of XXXX familiar with the transactions contemplated by this Agreement, to the effect set forth above in this Section 4.1.1.
Representations, Performance, etc. (a) The representations and warranties of each Selling Shareholder contained in Section 2 (i) shall be true and correct in all material respects at and as of the date it first becomes a party to this Agreement, and (ii) shall be repeated and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date except, in the cases of each of clauses (i) and (ii), as would not reasonably be expected to prevent or materially impair or delay the ability of such Selling Shareholder to sell its Shares and otherwise fulfill its obligations under this Agreement.
Representations, Performance, etc. (a) The representations and warranties set forth in Sections 2.1, 2.2 and 2.3 (i) shall have been true and correct at and as of the date hereof, provided that if any such representation and warranty shall not have been true and correct at and as of the date hereof, the Stockholders and GS LP, upon written notice (which shall identify such representation and warranty and describe the respect in which it shall not have been so true and correct) to MGI delivered not later than three Business Days prior to the scheduled Closing Date, shall have until 30 days after the date on which the Closing would otherwise have been required to occur pursuant to Section 1.1.2 (without taking into account this proviso) to cure such breach in all respects in the case of any representation and warranty qualified by material adverse effect, and in any other case, to cure such breach in all material respects, or otherwise in a manner reasonably satisfactory to MGI; (ii) in the case of Section 2.1, shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date, except where the aggregate effect of the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have a CERA Material Adverse Effect; and (iii) in the case of Sections 2.2 and 2.3, shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date; provided in each case that the accuracy of any specific representation or warranty that by its terms speaks only as of the date hereof or another date prior to the Closing Date shall be determined solely as of the date hereof or such other date, as the case may be. The Stockholders and GS LP shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date.
Representations, Performance, etc. The representations and warranties of each of Parent and Sub contained in ARTICLE II hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of the Closing Date with the same effect as though made at and as of such time. Each of Parent and Sub shall have duly performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. Parent shall have delivered to the Company an officer's certificate signed on behalf of Parent dated the Closing Date to the effect set forth above in this Section 5.2.1.
Representations, Performance, etc. Each of MergerCo and Purchaser hereby waives its rights under Section 6.2(a) of the Agreement regarding the representations and the warranties of the Company in the second sentence of Section 2.6 and in Sections 2.7 and 2.21 of the Agreement with respect to Company Reports and the consolidated financial statements included in the Company SEC Documents, in each case, for the fiscal year ended December 31, 1999.
