Representations Warranties and Other Agreements. None of the representations, warranties or agreements contained in this Agreement shall survive the effectiveness of the Merger, and no party shall have any right after the Effective Time to recover damages or any other relief from any other party to this Agreement by reason of any breach of representation or warranty, any nonfulfillment or nonperformance of any agreement contained herein, or otherwise.
Representations Warranties and Other Agreements. None of the representations, warranties or agreements herein shall survive the effectiveness of the Merger, and no party shall have any right after the Effective Time to recover damages or any other relief from any other party to this Agreement by reason of any breach of representation or warranty, any nonfulfillment or nonperformance of any agreement contained herein, or otherwise; provided, however, that the parties’ agreements contained in Section 6.6 above and FNB’s covenants contained in Sections 5.1 through 5.5 above shall survive the effectiveness of the Merger.
Representations Warranties and Other Agreements. 17 5.1. Representations and Warranties of Seller 17 5.2. Knowledge Defined 19 5.3. Covenants and Agreements of Seller 20
Representations Warranties and Other Agreements. The representations, warranties and other agreements of Recycling contained in this Agreement shall be true on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Recycling shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date. Recycling shall have delivered to Seller certificates, dated the Closing Date, to such effect.
Representations Warranties and Other Agreements. The representations, warranties and other agreements of Seller and the Owners contained in this Agreement shall be true, correct and complete in all material respects on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date. Seller and the Owners shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date. Seller and the Owners shall have delivered to Recycling certificates, dated the Closing Date, to such effect.
Representations Warranties and Other Agreements. Each Guarantor represents and warrants that (a) the execution, delivery and performance by such Guarantor of this Guaranty are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the articles of incorporation or other charter documents or bylaws of such Guarantor, or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Guarantor or its property; (b) this Guaranty has been duly executed and constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and except that the remedy of specific performance and injunctive and other forms of equitable relief are subject to equitable defenses and to the discretion of the court for which any proceedings may be brought; and (c) as of the date hereof, each of the following is true and correct for such Guarantor: (i) the fair saleable value and the fair valuation of such Guarantor's property is greater than the total amount of its liabilities (including contingent liabilities) and greater than the amount that would be required to pay its probable aggregate liability on its existing debts as they become absolute and matured, (ii) such Guarantor's capital is not unreasonably small in relation to its current and/or contemplated business or other undertaken transactions, and (iii) such Guarantor does not intend to incur, or believe that it will incur, debt beyond its ability to pay such debts as they become due; and (d) each of the representations and warranties set forth in Article IV of the Credit Agreement are true and correct with respect to such Guarantor.
Representations Warranties and Other Agreements. The representations, warranties and other agreements of ARC and the Stockholders contained in this Agreement shall be true on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date. ARC and the Stockholders shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date. ARC and the Stockholders shall have delivered to RIGI and the Parent certificates, dated the Closing Date, to such effect.
Representations Warranties and Other Agreements. The representations, warranties and other agreements of RIGI and the Parent contained in this Agreement shall be true on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. RIGI and the Parent shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date. RIGI and the Parent shall have delivered to ARC certificates, dated the Closing Date, to such effect.
Representations Warranties and Other Agreements. 5.1 Each of the Parties hereto as to itself represents and warrants to each other Party as of the date hereof, and as of the Closing Date, as follows:
Representations Warranties and Other Agreements. None of the representations, warranties or agreements herein shall survive the effectiveness of the Anson Heritage Merger, and no party shall have any right after the Anson Heritage Merger Effective Time to recover damages or any other relief from any other party to this Agreement by reason of any breach of representation or warranty, any nonfulfillment or nonperformance of any agreement contained herein, or otherwise; provided, however, that the parties' agreements contained in Paragraph 6.08. above shall survive the effectiveness of the Anson Heritage Merger.
