Representatives and Warranties of Buyer. The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except: (i) as otherwise contemplated by this Agreement; or (ii) in respects that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement. “Material Adverse Effect” for purposes of this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects which have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, assets, financial condition, or results of operation of the entity.
Representatives and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
3.1 Buyer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Illinois, with full power and authority to own its properties and carry on its business as now being conducted and to execute and deliver this Asset Purchase Agreement and any other Agreements to be entered into by Buyer in connection with this Asset Purchase Agreement.
3.2 The performance of this Agreement by Buyer will not conflict with or violate the provisions of any material agreement or instrument binding upon Buyer; and the execution, delivery and performance of this Agreement shall have been duly and effectively authorized by Buyer prior to Closing. This Agreement and each and every instrument executed and delivered by Buyer shall constitute a valid and binding obligation of Buyer.
3.3 There is no suit, action, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best of Buyer's knowledge, threatened against or affecting the business, assets or financial conditions of Buyer which would have any material adverse effect on Buyer's performance of this Agreement and the transactions contemplated. Buyer is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality.
3.4 Buyer shall use its best efforts to perform and fulfill all conditions and obligations on its part to be performed and fulfilled under this Agreement, to the end that the transactions contemplated by this Agreement shall be fully carried out.
Representatives and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
Representatives and Warranties of Buyer. Buyer represents and warrants to Seller that the statements contained in this Article V are correct and complete as of the date of this Agreement, and that such statements will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V) except as may be set forth in any supplemental disclosure delivered by Buyer to Seller on or prior to Closing Date.
