Accuracy of Seller's Representations. Seller's representations and warranties contained in this Agreement (including the Schedules hereto) or any schedule, certificate or other instrument delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects at and as of the Closing Date (except for such changes permitted by this Agreement) and shall be deemed to be made again as of the Closing Date.
Accuracy of Seller's Representations. The representations and warranties of Seller contained in this Agreement shall be true and correct on the date when made and shall be repeated at and as of the Closing Date and shall be true and correct as so made again (unless a representation is made as of a specific date, and in such event it shall be true and correct as of such date); provided, however, that in the event Seller has provided Buyer with written notice prior to the Closing Date of an event or development arising after the date hereof and prior to the Closing Date that causes any representation or warranty of Seller in this Agreement not to be true and correct on the Closing Date (a "Seller's Notice"), then Buyer shall, in its sole discretion, either (i) elect not to close the transactions contemplated by this Agreement by reason of the failure of the condition to Closing specified in this Section 4.4(a)(ii) to be satisfied, or (ii) elect to close the transactions contemplated by this Agreement, notwithstanding the failure of the condition to Closing specified in this Section 4.4(a)(ii) to be satisfied, in which event Buyer shall be deemed to have waived the condition to Closing specified in this Section 4.4(a)(ii) with respect to the matters specified in Seller's Notice and shall not seek or be entitled to indemnification under Article IX with respect to only the matters specified in Seller's Notice.
Accuracy of Seller's Representations. All representations and warranties by Seller in this Agreement of a material nature will be true, correct and complete in all respects on and as of the Closing Date as though made on and as of the Closing Date.
Accuracy of Seller's Representations. (a) Subject to Section 8.1(b), each of Seller’s representations and warranties in this Agreement will have been accurate in all material respects as of the date of this Agreement and will be accurate in all material respects as of the Closing Date as if then made, without giving effect to any supplement to the Disclosure Letter.
Accuracy of Seller's Representations. SELLERS' representations and warranties contained in this Agreement (including the Disclosure Schedule) or any schedule, certificate, or other instrument delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects at and as of the Closing Date (except for such changes permitted by this Agreement) and shall be deemed to be made again as of the Closing Date.
Accuracy of Seller's Representations. It shall be a condition ------------------------------------ precedent to Purchaser's obligation to close the purchase and sale transaction contemplated in this Agreement that each of Seller's representations set forth in Section 9.A. below shall be true and correct in all material respects as of Closing, as modified by any Inspection Period Disclosures (as defined in Section 9.B. below). In the event that Seller makes any Pre-Closing Disclosures (as defined in Section 9.B. below) to Purchaser, Purchaser shall have the right to terminate this Agreement and receive a refund of the Xxxxxxx Money by delivering written notice thereof to Seller on or before the earlier of Closing or the fifth (5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure. If Purchaser does not terminate this Agreement pursuant to its rights under this Section 8.C., then such representations shall be deemed modified to conform them to the Inspection Period Disclosures and the Pre-Closing Disclosures. The provisions of this Section 8.C. shall survive the Closing and delivery of the Deed or sooner termination of this Agreement.
Accuracy of Seller's Representations. All representations and warranties made by Seller in this Agreement or in any written statement delivered by Seller under this Agreement shall be true and correct on and as of the Closing as if made on the Closing. No representation or warranty of Seller in this Agreement contains or will contain any untrue statements of a material fact or omits or will omit to state any material fact necessary to make such representation or warranty not misleading. Seller shall take no action and shall use its best efforts, in good faith and with diligence, not to permit any state of facts to exist or to continue to exist which would cause any of the representations and warranties made by Seller in this Agreement not to be true and correct on and as of the Closing.
Accuracy of Seller's Representations. All the representations and warranties made by the Seller herein are accurate as of the Closing Date.
Accuracy of Seller's Representations. 67 Section 9.2. Company’s Performance 68 Section 9.3. Seller’s Performance 68
Accuracy of Seller's Representations. (i) The representations and warranties made by Seller set forth in Articles 3 and Article 4 hereof (without regard to any materiality or material adverse effect qualifiers set forth therein), other than the representations and warranties made by Seller set forth in Section 3.1(a), Section 3.1(b), Section 3.2(a), Section 3.2(b), Section 3.2(c), Section 3.3, Section 3.27, Section 4.1, Section 4.2, Section 4.5 and Section 4.7, shall be true and correct on and as of the date hereof and the Closing Date with the same effect as though made at and as of such date (except for such representations and warranties made as of another stated date, which shall be correct and complete only as of such prior date), except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Company Material Adverse Effect or a Seller Material Adverse Effect and (ii) the representations and warranties made by Seller set forth in Section 3.1(a), Section 3.1(b), Section 3.2(a), Section 3.2(b), Section 3.2(c), Section 3.3, Section 3.27, Section 4.1, Section 4.2, Section 4.5 and Section 4.7 hereof shall be true and correct on and as of the date hereof and the Closing Date with the same effect as though made at and as of such date (except for such Seller Fundamental Representations made as of another stated date, which shall be correct and complete only as of such prior date).
