Representations, Warranties and Covenants of Buyers. (i) (A) The representations and warranties of Buyers set forth in Section 4.1, Section 4.7, Section 4.8 and Section 4.11(a), shall be true, accurate and complete in all respects as of the date of this Agreement and (except to the extent such representation or warranty speaks as of an earlier date, in which case the representation or warranty shall be true and correct as of such date) as of the Closing Date as though made on and as of that date and (B) the representations and warranties of the Buyers set forth in Article IV (other than the representations and warranties set forth in Section 4.1, Section 4.7, Section 4.8 and Section 4.11(a)) shall be true, accurate and complete (disregarding any qualifications as to materiality or Buyer Material Adverse Effect) as of the date of this Agreement and (except to the extent such representation or warranty speaks as of an earlier date, in which case the representation or warranty shall be true and correct as of such date) as of the Closing Date as though made on and as of that date, except (in the case of this clause (B) only), for any failures of such representations and warranties to be so true, accurate and complete that do not constitute a Buyer Material Adverse Effect, and (ii) the covenants and agreements of Buyers to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.
Representations, Warranties and Covenants of Buyers. Each Buyer, severally and not jointly, represents, warrants and covenants to the Seller that:
Representations, Warranties and Covenants of Buyers. Buyers shall have duly performed each and every covenant, agreement and/or obligation to be performed by Buyers on or prior to the Closing Date hereunder in all material respects and Buyers’ representations and warranties set forth herein shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of each Buyer.
Representations, Warranties and Covenants of Buyers. Buyers shall have complied in all material respects with their agreements and covenants contained herein to be performed on or prior to the Closing Date, and the representations and warranties of Buyers contained herein in the aggregate shall be true 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 (a) as otherwise contemplated hereby, and (b) to the extent that any such representations and warranties were made as of a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true in all material respects as of the specified date. For purposes of the preceding sentence, specific material adverse effect and materiality qualifiers contained in individual representations and warranties shall be disregarded. The Principal Stockholders shall have received a certificate of Buyers, dated as of the Closing Date and signed by an officer of Buyers (the "Buyers' Certificate"), certifying as to the fulfillment of the condition set forth in this Section 6.01.
Representations, Warranties and Covenants of Buyers. Each Buyer makes the following representations, warranties and covenants to Seller as of the Effective Date and continuing throughout the Agreement Term:
Representations, Warranties and Covenants of Buyers. The following representations, warranties and covenants are made by each of the Buyers on a several, and not a joint and several, basis. Each Buyer shall only be liable and obligated to provide indemnification to Xxxxxxxx with respect to the representations, warranties and covenants made by that Buyer.
Representations, Warranties and Covenants of Buyers. 3.01 Organization and Authority 20 3.02 Capitalization of Buyers 21 3.03 Authorization 21 3.04 Mercantile Financial Statements 22 3.05 Mercantile Reports 22 3.06 Material Adverse Change 23 3.07 Legal Proceedings or Other Adverse Facts 23 3.08 Registration Statement, Etc. 23 3.09 Brokers and Finders 23 3.10 Accuracy of Information 23 3.11 Tax and Regulatory Matters 23 3.12 Compliance with Laws 23
Representations, Warranties and Covenants of Buyers. As an inducement to Seller to enter into and perform its obligations under this Agreement, and notwithstanding any examination, inspection, audit or other investigation made by Seller, Buyers represent and warrant to and covenant with Seller as follows:
Representations, Warranties and Covenants of Buyers. (a) The representations and warranties of Buyers made in this Agreement shall be true and correct as of the date hereof and as of the Closing, as though made as of the Closing and (b) Buyers shall have performed and complied in all material respects with all terms, agreements and covenants contained in this Agreement required to be performed or complied with by Buyers on or before the Closing Date.
Representations, Warranties and Covenants of Buyers. As an inducement to, and to obtain the reliance of, Seller, Buyers represent, warrant, and covenant to Seller as follows:
