Target Representations and Warranties. Target represents and warrants to the Subscriber that:
Target Representations and Warranties. Seller represents and warrants to Buyer that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and 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 Section 4), except as set forth in the disclosure schedule delivered by Seller to Buyer on the date hereof and initialed by the Parties (the “Disclosure Schedule”). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.
Target Representations and Warranties. The ------------------------------------- representations and warranties of Target contained in this Agreement that are modified by materiality or Target Material Adverse Effect ("Target Modified Representation") shall be true ------------------------------ and correct in all respects, and those that are not so modified ("Target Nonmodified Representation") shall be true and correct --------------------------------- in all material respects, on the date hereof and, except for changes not prohibited by this Agreement, as of the Effective Time as if made at the Effective Time. Furthermore, none of the representations or warranties of Target contained in this Agreement, disregarding any qualifications therein or in this Section 6.3.1 regarding materiality or Target Material Adverse ------------- Effect, shall be untrue or incorrect to the extent that such untrue or incorrect representations or warranties, when taken together as a whole, have had or would have a Target Material Adverse Effect.
Target Representations and Warranties. Target represents and warrants to Bidder that, except as consented to in writing by Bidder:
Target Representations and Warranties. The representations and warranties made by or on behalf of Matrix and its Subsidiaries in the Matrix Acquisition Agreement as are material to the interests of the Lenders shall be true and correct in all material respects as of the Matrix Closing Date, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under the Matrix Acquisition Agreement or to decline to consummate the Matrix Acquisition pursuant to the Matrix Acquisition Agreement (in each case in accordance with the terms of the Matrix Acquisition Agreement) as a result of a breach of such representations and warranties in the Matrix Acquisition Agreement.
Target Representations and Warranties. The representations and warranties of Target and Seller contained in the Stock Purchase Agreement and the Acquisition Documents are true and correct in all material respects.
Target Representations and Warranties. Target represents and warrants to Buyer that the statements contained in this Section 3 are correct and complete as of the Execution Date and 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 Section 3) (or, if made as of a specified date, as of such date), except as set forth in the Disclosure Schedule. For purposes of the representations and warranties of Target contained herein, disclosure in the Disclosure Schedule of any facts or circumstances or any exceptions in the Disclosure Schedule must specifically reference the section to which it relates. The inclusion of any information in any section of the Disclosure Schedule or other document delivered by Target pursuant to this * Certain confidential information contained in this document, marked with asterisks has been redacted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.
Target Representations and Warranties. (i) Each of the representations and warranties of Target set forth in Sections 1, 2, 3, 5, 7, and 14 of Schedule D shall be true and correct in all respects as of the date of this Agreement and as of the Effective Date, as if made on and as of that date, (ii) the representations and warranties of Target set forth in Sections 16 and 17 of Schedule D will be true and correct in all respects as of the date of this Agreement (other than de minimis inaccuracies) and as of the Effective Date (other than de minimis inaccuracies and as a result of transactions, changes, conditions, events or circumstances permitted by this Agreement) as if made on and as of that date; and (iii) all other 50 representations and warranties of Target under this Agreement will be true and correct in all respects as of the date of this Agreement and as of the Effective Date as if made on and as of that date (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date), except for inaccuracies of representations and warranties the circumstances giving rise to which, individually or in the aggregate, do not have and would not reasonably be expected to have a Material Adverse Effect with respect to Target (provided that, for purposes of determining the accuracy of representations and warranties under this Section 6.2(b), all materiality qualifications, including references to “Material Adverse Effect”, in the representations and warranties will be disregarded).
Target Representations and Warranties. Subject to the exceptions set forth in Article III of the Merger Agreement, to the actual knowledge of the Company, all of the representations and warranties of the Target contained in Article III of the Merger Agreement are true and correct as of the date hereof and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date).
Target Representations and Warranties. The Target Representations and Warranties are true and correct in all material respects as at the date of this deed and as at 8:00am on the Second Court Date.
