Absence of Breach of Warranties and Representations. The representations and warranties of Holdings contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) to the extent that such representations and warranties describe a condition on a specified time or date or are affected by the conclusion of the transactions permitted or contemplated hereby or the conduct of the CATV Business in accordance with Article 5 hereof between the date hereof and the Closing Date, or (ii) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, does not have, has not had and would not reasonably be expected to have, a Material Adverse Effect.
Absence of Breach of Warranties and Representations. The representations and warranties of Holdings and Michigan contained in this Agreement shall be true and correct in all respects without regard to any "materiality", "material" or "Material Adverse Effect" qualifiers therein on and as of the Closing Date with the same force and effect as if made on and as of such date, except (a) to the extent that such representations and warranties describe a condition on a specified time or date or are affected by the conclusion of the transactions permitted or contemplated hereby or the conduct of the CATV Business in accordance with Article 5 hereof between the date hereof and the Closing Date, (b) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, does not have, has not had and would not reasonably be expected to have, a Transferor Material Adverse Effect or a material adverse effect on Holdings' or Michigan's ability to perform their respective obligations under this Agreement or the Registration Rights Agreement or (c) where the failure of such representations and warranties to be true and correct results from the fact that the Retained Franchises are included in Excluded Assets.
Absence of Breach of Warranties and Representations. The representations and warranties of Sellers contained in this Agreement shall be true and correct in all respects (disregarding the terms "material," "materially," "materiality," "in all material respects," "material adverse effect," "Material Adverse Effect" or similar qualifications as to materiality contained therein) on and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) to the extent that such representations and warranties describe a condition on a specified time or date or are affected by the conclusion of the transactions permitted or contemplated hereby or the conduct of the Sellers' business insofar as it relates to the PCS Assets in accordance with Article 5 hereof between the date hereof and the Closing Date, or (ii) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, does not have, has not had and would not reasonably be expected to have, a Material Adverse Effect.
Absence of Breach of Warranties and Representations. The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties describe a condition on a specified time or date and except for such breach that could not reasonably be expected to have a material adverse effect on the assets, financial condition or results of operations of the CATV Business taken as a whole other than any such effect resulting from changes in general economic or political conditions or legal, governmental, regulatory or competitive factors affecting CATV systems operators generally or in the State of Maine, except with respect to the representation regarding number of Basic Subsidiaries contained in Section 3.07(a), which shall not be subject to such materiality exception.
Absence of Breach of Warranties and Representations. The representations and warranties of Sellers contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties describe a condition on a specified time or date or except to the extent that the breach of such representations or warranties does not have a Material Adverse Effect; provided however, that if Buyer refuses to close based upon the existence of such a Material Adverse Effect and if such Material Adverse Effect is reasonably susceptible of being eliminated within 30 days, Sellers shall have the right to defer the Closing Date for up to 30 days and to eliminate such Material Adverse Effect either through actions to cure such Material Adverse Effect or by agreeing to a reduction in the Purchase Price (to the extent not already reflected in Current Liabilities as of the Closing Date) to make Buyer whole with respect to such Material Adverse Effect.
Absence of Breach of Warranties and Representations. The representations and warranties of Seller contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties describe a condition on a specified time or date or are affected by the conclusion of the transactions permitted or contemplated hereby or the conduct of the CATV Business in accordance with Article 5 hereof between the date hereof and the Closing Date and except where the falsehood or inaccuracy of any representation or warranty would not have or result in a Material Adverse Effect.
Absence of Breach of Warranties and Representations. The representations and warranties of the Sellers contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date, except
