Truth of Representations and Warranties of the Purchaser. The representations and warranties of the Purchaser contained in this Agreement or in any Ancillary Agreement shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date, and the Purchaser shall also have executed and delivered a certificate of a senior officer to that effect. The receipt of such evidence and the Closing shall not be a waiver of the representations and warranties of the Purchaser which are contained in this Agreement. Upon the delivery of such certificates, the representations and warranties of the Purchaser in Article 4 shall be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date.
Truth of Representations and Warranties of the Purchaser. The representations and warranties of the Purchaser contained in this Agreement or in any certificate or other document delivered or given pursuant to this Agreement (considered individually and collectively), shall have been accurate in all material aspects as of the date of this Agreement, and shall be true and correct in all material respects as of the Closing Date as though made on such date.
Truth of Representations and Warranties of the Purchaser. All of the representations and warranties contained in Section 3.2 of this Agreement qualified by materiality (or material adverse effect or similar qualifications) shall be true and correct at the Time of Closing and all representations and warranties contained in Section 3.2 of this Agreement not so qualified shall be true and correct in all material respects at the Time of Closing, both with the same effect as if made at and as of the Time of Closing, and the Vendor shall have received a certificate of a senior officer of the Purchaser confirming the foregoing.
Truth of Representations and Warranties of the Purchaser. The representations and warranties of the Purchaser contained in Section 7 of this Agreement shall be deemed to have been made as on Closing Date (except for representations and warranties that address matters only as to a specified date or dates, which representations and warranties shall be so true and correct on and as of such specified date or dates), and the representations and warranties contained in Section 7 shall be true and accurate, and the Purchaser shall have delivered to each of the Vendors a certificate dated the Closing Date to such effect. The receipt of such certificate and the closing of the transactions contemplated by this Agreement shall not be nor be deemed to be a waiver of the representations and warranties contained in this Agreement, which representations and warranties of the Purchaser shall continue in full force and effect for the benefit of each of the Vendors subject to the limitations provided under this Agreement and in particular Section 13.2. Agreement of Purchase and Sale of Shares /64 10.2.2 Performance by the Purchaser.
10.2.2.1 The Purchaser shall have performed or complied in all respects with all of its covenants, agreements and obligations herein contained to the extent the same are to be performed or complied with at or prior to the Closing Date and the Purchaser shall have delivered to each of the Vendors a certificate dated the Closing Date to such effect.
10.2.2.2 Each document required to be delivered pursuant to Section 12.3 shall have been delivered at or prior to the Closing Date.
Truth of Representations and Warranties of the Purchaser. The representations and warranties of the Purchaser contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration, agreement or other document delivered or given pursuant to this Agreement (including, without limitation, the representations and warranties set forth in Article 7):
(i) which are qualified by materiality shall be true and correct on the date hereof and at the Time of Closing in all respects; and
(ii) which are not so qualified shall be true and correct in all material respects at the Time of Closing, except to the extent that any inaccuracy or incorrectness would not materially adversely affect, either individually or in the aggregate, the completion of the transaction contemplated herein; with the same force and effect as if such representations and warranties had been made on and as of each of such times. The Purchaser shall deliver to the Vendor at the Time of Closing certificates, affidavits, statutory declarations or other evidence to that effect and to
Truth of Representations and Warranties of the Purchaser. Each of:
(a) the representations and warranties of Purchaser (A) in Section 4.2.1 (Incorporation, Authority and Enforceability) (“Purchaser’s Core Representations”) and (B) made pursuant to this Agreement that are qualified by a reference to materiality or GAAP shall, in each case, have been true and correct in all respects on the date hereof and shall be true and correct in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date and as though Closing Date was substituted for the date hereof or similar terms throughout such representations and warranties;
(b) the other representations and warranties of Purchaser made pursuant to this Agreement shall have been true and correct in all Material respects on the date hereof and shall be true and correct in all Material respects on the Closing Date with the same force and effect as if made at and as of the Closing Date and as though Closing Date was substituted for the date hereof or similar terms throughout such representations and warranties; and
(c) the covenants contained in this Agreement to be performed by Purchaser on or prior to the Closing Date shall have been performed in all Material respects and Purchaser shall not be in Material breach of any agreement on its part contained in this Agreement, and Vendor shall have received a certificate confirming the foregoing, signed for and on behalf of Purchaser by senior officers or directors of Purchaser, in each case in form and substance reasonably satisfactory to Vendor and Vendor’s counsel (the “Purchaser’s Closing Certificate”). The receipt of the Purchaser’s Closing Certificate and the consummation of Closing shall not constitute a waiver by Vendor or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. The materiality qualifications permitted to be in the Purchaser’s Closing Certificate pursuant to paragraphs (b) and (c) above are solely for purposes of determining whether this condition has been satisfied, and shall not be deemed to have so qualified the representations, warranties or covenants referred to therein. Upon delivery of the Purchaser’s Closing Certificate, the representations and warranties of Purchaser shall be deemed to have also been made on and as of the Closing Date and as though Closing Date was substituted for the date hereof or similar terms throughout such representations and warranties, except as may be qualified ...
Truth of Representations and Warranties of the Purchaser. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date, and the Purchaser shall also have executed and delivered a certificate of a senior officer to that effect. The receipt of such evidence and the Closing shall not be a waiver of the representations and warranties of the Purchaser which are contained in this Agreement, except to the extent that any such representation or warranties have been modified by the information disclosed in the certificate so delivered and accepted by the Vendor. Upon the delivery of such certificates, the representations and warranties of the Purchaser in Article 4, except for changes which are not material, shall be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date.
Truth of Representations and Warranties of the Purchaser. The representations and warranties of the Purchaser contained in this Agreement or in any schedule hereto or certificate or other document delivered or given pursuant to this Agreement (including without limiting the generality of the foregoing, the representations and warranties contained in Article 6) shall be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date. At or before the Time of Closing, the Vendors shall be furnished with such evidence as the Vendors may reasonably require as to the truth of the representations and warranties contained in this Agreement except, however, that the receipt of such evidence and the completion of the transactions contemplated by this Agreement shall not constitute a waiver of any of the said representations and warranties, all of which representations and warranties shall survive the completion of the transactions contemplated by this Agreement and shall continue in full force and effect as provided in Section 10.2 hereof.
Truth of Representations and Warranties of the Purchaser. The representations and warranties of the Purchaser contained in this Agreement in any agreement, certificate or other document delivered or given pursuant to this Agreement (including, without limitation, the representations and warranties set forth in Article 8) shall, except to the extent required to be modified to reflect the satisfaction of the terms of this Agreement, be true and correct on the date hereof and at the Time of Closing in all material respects with the same force and effect as if such representations and warranties had been made on and as of each of such times. The Purchaser shall deliver to the Vendor at the Time of Closing a certificate to that effect and to the effect that as of the Closing Date each of the conditions set forth in this Article 15 has been complied with in all material respects.
Truth of Representations and Warranties of the Purchaser. The -------------------------------------------------------- representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date, and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such evidence and the Closing shall not be a waiver of the representations and warranties of the Purchaser which are contained in this Agreement. Upon the delivery of such certificates, the representations and warranties of the Purchaser in Article 6 shall be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date.
