No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.
No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by either of Seller or Parent in the performance of any of its respective covenants and agreements contained herein; and (b) each of the representations and warranties of Seller and Parent contained in this Agreement shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. In addition, Parent shall have delivered to Buyer a certificate, dated as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) above.
No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of the Company made in this Agreement (without regard to any materiality or Material Adverse Effect qualifications contained therein), other than the representations set forth in Sections 4.1(a) (Organization and Power), 4.2 (Authority and Enforceability), 4.4(a) and (b) (Capitalization), Section 4.7(a)(ii) (Operations Since the Most Recent Balance Sheet Date), 4.8(l) and (m) (Taxes) and Section 4.11(b) (Intellectual Property), shall be true and correct in all respects (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except (in each case of (a) and (b)) (i) for those representations and warranties which refer to facts existing at a specific date (which shall be true and correct only as of such date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate have a Material Adverse Effect; the representations set forth in Sections 4.1(a) (Organization and Power), 4.2 (Authority and Enforceability), 4.4(a) and (b) (Capitalization), 4.8(l) and (m) (Taxes) and Section 4.11(b) (Intellectual Property) shall be true and correct in all material respects (x) as of the date hereof and (y) on and as of the Closing Date, as though made on such date, except (in each of clause (x) and (y)) for those representations and warranties which refer to facts existing at a specific date (which shall be true and correct in all material respects only as of such date); and the representations and warranties set forth in Section 4.7(a)(ii) (Operations Since the Most Recent Balance Sheet Date) shall be true and correct in all respects as of the date hereof and on and as of the Closing Date, as though made on such date. The Company shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date.
No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except for representations made as of a specific date, which shall continue to be true as of such date, and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement); and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by the President, Chief Executive Officer, Managing Member or similar officer or manager of Buyer.
No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, and each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed by Buyer.
No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by Buyer in the performance of any of its respective covenants and agreements contained herein.
No Misrepresentation or Breach of Covenants and Warranties. There shall not have been any breach by Buyer in the performance of any of its covenants and agreements herein which shall not have been remedied or cured, other than breaches which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; the representations and warranties of Buyer contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon or any transaction contemplated by this Agreement and (ii) breaches of representations and warranties which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; and there shall have been delivered to Aon a certificate to such effect, dated the Closing Date, signed on behalf of Buyer by a duly authorized officer of Buyer.
No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein and each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct in all material respects, on each Closing Date as though made on each Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement.
No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer in Section 8.2 shall be true and correct in all material respects as of the Closing, except (i) for such representations or warranties made expressly as of and only as of an earlier date, which shall be true and correct as of such date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect; and Buyer shall have delivered to Seller a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1, dated the Closing Date and signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.
No Misrepresentation or Breach of Covenants and Warranties. (a) The covenants and agreements of Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been performed in all material respects.
