Warranties True as of Present Date Sample Clauses

Warranties True as of Present Date. Each of the representations and warranties of Purchaser contained in Article IV (a) that are qualified as to “material adverse effect” shall be true and correct as of the Closing Date as if made anew as of such date (except to the extent such representations and warranties expressly relate to an earlier date (in which case, as of such earlier date)), except to the extent of changes or developments contemplated by the terms of this Agreement or caused by the transactions contemplated hereby, and (b) that are not so qualified shall be true and correct as of the Closing Date as if made anew as of such date (except to the extent such representations and warranties expressly relate to an earlier date (in which case, as of such earlier date)), except to the extent of changes or developments contemplated by the terms of this Agreement or caused by the transactions contemplated hereby and except for failures of the representations and warranties referred to in this clause (b) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby.
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Warranties True as of Present Date. (a) Each of the representations and warranties of Seller and Real Estate Seller contained in Article III, including the Disclosure Schedules, (i) that are qualified as to Material Adverse Effect shall be true and correct as of the Closing Date as if made anew as of such date (except to the extent such representations and warranties expressly relate to an earlier date (in which case, as of such earlier date)), except to the extent of changes or developments contemplated by the terms of this Agreement or caused by the transactions contemplated hereby, and (ii) that are not so qualified shall be true and correct as of the Closing Date as if made anew as of such date (except to the extent such representations and warranties expressly relate to an earlier date (in which case, as of such earlier date)), except to the extent of changes or developments contemplated specifically by the terms of this Agreement or caused by the transactions contemplated hereby and except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a Material Adverse Effect. (b) All of the Remaining Schedules, as referenced in Section 5.17, and any updates, modifications or supplements to the Disclosure Schedules provided after execution of this Agreement, shall not identify or disclose any matters that would have a Material Adverse Effect or be materially adverse to the ongoing operations of the Business.
Sample 1Sample 2
Warranties True as of Present Date. Each of the representations and warranties of the Company contained in Article III shall be true and correct in all material respects (without regard to any qualifications as to Material Adverse Effect or materiality contained in such representations and warranties) as of the Closing Date as if made anew as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without regard to any qualifications as to Material Adverse Effect or materiality contained in such representations and warranties) as of such earlier date).
Sample 1
Warranties True as of Present Date. Each of the representations and warranties of Parent contained in Article IV shall be true and correct in all material respects (without regard to any qualifications as to “material adverse effect” or materiality contained in such representations and warranties) as of the Closing Date as if made anew as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (without regard to any qualifications as to “material adverse effect” or materiality contained in such representations and warranties) as of such earlier date).
Sample 1
Warranties True as of Present Date. Each of the representations and warranties of the Company contained in Article III (a) that are qualified as to Material Adverse Effect shall be, without giving any effect to any supplement to the Disclosure Schedule, true and correct when made and as of the Closing Date as if made anew as of such date (except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date)), except to the extent of changes or developments caused by the transactions contemplated hereby, (b) except for and excluding the representations and warranties set forth in Sections 3.1, 3.2, and 3.18, those not so qualified shall, without giving any effect to any supplement to the Disclosure Schedule, be true and correct when made, and shall be true and correct as of the Closing Date as if made anew as of such date (except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date)), except to the extent of changes or developments caused by the transactions contemplated hereby and except for failures of the representations and warranties referred to in this clause (b) to be true and correct as do not and would not reasonably be expected to have, in the aggregate, a Material Adverse Effect, (c) the representations and warranties set forth in Sections 3.1 and 3.2 shall, without giving any effect to any supplement to the Disclosure Schedule, be true and correct in all respects when made and as of the Closing Date, and (d) the representations and warranties set forth in Section 3.18 shall, without giving any effect to any supplement to the Disclosure Schedule, be true and correct in all respects when made and as of the Closing Date; provided, however, with respect to Section 3.18, this condition shall be deemed satisfied as long as the aggregate amount of Interest Bearing Indebtedness that would remain after making all the payments described in Section 2.10(b) does not exceed $250,000.
Sample 1

Related to Warranties True as of Present Date

  • Representations and Warranties True as of the Closing Date Buyer’s representations and warranties in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.

  • Representations and Warranties True at Closing The representations and warranties made by the Buyer in this Agreement must be true in all material respects at and as of Closing with the same effect as though such representations and warranties had been made or given on and as of Closing.

  • Representations and Warranties True and Correct The representations and warranties of the Borrower contained in the Credit Agreement, as amended hereby, are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to a specified date, in which case such representations and warranties are hereby reaffirmed as true and correct when made.

  • Representations and Warranties True on the Closing Date Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Representations and Warranties to be True and Correct The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.

  • REPRESENTATIONS AND WARRANTIES OF LOCAL CHURCH The Local Church represents and warrants to the Annual Conference as of the date hereof and the Disaffiliation Date as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Warranties Correct The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.

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