Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller and the Stockholders contained herein shall be true and correct as of the Closing Date. Seller and the Stockholders shall have performed all obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with by Seller and the Stockholders on or prior to the Closing in all respects.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the Company, as described in Section 3.29, that have been disapproved by the Buyer within five business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, except for failures to be true and correct resulting from omissions or actions taken with the Buyer's written consent; and the Company shall have performed in all material respects all of the covenants and agreements required to be performed by the Company on or prior to the Closing; provided, however, that if the Buyer is to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, the Buyer shall have given the Company written notice describing such representation, warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company shall have cured such noticed inaccuracy or non-performance within five business days after receipt of such notice and without any material adverse effect to the Buyer, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Buyer contained herein shall be accurate as if made on and as of the Closing Date, except for changes occurring in the ordinary course of business. Buyer shall have performed all of the obligations and complied with all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller contained herein shall be accurate in all material respects as if made on and as of the Closing Date, except for changes occurring in the ordinary course of the Business. Seller shall have, in all material respects, performed all obligations and complied with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing. A Certificate of the President of Seller shall be delivered to the foregoing effect.
Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Seller contained herein shall be accurate in all material respects when made and as of the Closing Date except as to matters arising from the date of this Agreement through Closing in the ordinary course of business pursuant to Section 6.1 of this Agreement or as contemplated by this Agreement and, except for such instances which, in the aggregate, do not result in a Material Adverse Effect. Seller shall have performed, in all material respects, all obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing, except for such instances which, in the aggregate, do not result in a Material Adverse Effect. Seller shall have delivered an officer's certificate confirming the matters in each of the foregoing sentences; provided, however, that at least five (5) business days before Closing such certificate may disclose any facts or circumstances arising or coming to the attention of Seller after the date hereof which would cause any representations and warranties to be incorrect or agreements or covenants to be unfulfilled and (i) if Purchaser nevertheless decides to consummate the transactions contemplated hereby, the breach or failure so disclosed by Seller shall be deemed cured and waived by Purchaser and may not be relied upon by Purchaser to avoid any of its obligations hereunder, impose any liabilities or obligations upon Seller or otherwise recover from Seller with respect thereto or (ii) if Purchaser decides not to consummate the transactions contemplated hereby, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunder and, if applicable, the Deposit (together with all interest thereon) shall be paid to Purchaser as provided in Section 2.6. Purchaser's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to receive, if applicable, the Deposit (together with all interest thereon), and refuse to complete the Closing under this Agreement.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Meritage contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Meritage shall have performed all of the obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing.
Accuracy of Warranties and Performance of Covenants. Except as otherwise agreed to in writing by the Parties, the representations and warranties of Xxxxxxx contained herein shall be accurate in all material respects as if made on and as of the Closing Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date). Except as otherwise agreed to in writing by the Parties, the Xxxxxxx Corporations shall have performed all of the obligations, and complied with each and all of the covenants, agreements, and conditions, required to be performed or complied with by them on or prior to closing.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller contained herein shall be accurate in all Material Respects (except that the representation and warranty contained in the first sentence of Section 4.7 shall be true and correct in all respects) when made and as of the Closing Date (except as to matters arising from the date of this Agreement through Closing in the ordinary course of business). Seller shall have performed all obligations and complied in all Material Respects with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing. Seller shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences; provided, however, that such certificate may disclose any facts or circumstances arising after the date hereof which would cause any representations and warranties to be incorrect or agreements or covenants to be unfulfilled and if Parent and Purchaser nevertheless decide to Close, the breach or failure shall be deemed cured and may not be relied upon by Parent and Purchaser to avoid any of its obligations hereunder, impose any liabilities or obligations upon Seller or otherwise recover from Seller with respect thereto.
Accuracy of Warranties and Performance of Covenants. The representations and warranties of each Purchaser contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Each Purchaser shall have performed in all material respects the obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing, including execution and delivery of the agreements referred to in SECTION 3.4.
Accuracy of Warranties and Performance of Covenants. Each of the representations and warranties of Buyer contained herein shall be accurate in all material respects when made and as if made on and as of the Closing Date. Buyer shall have performed in all material respects all of its obligations and complied in all material respects with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing Date. Buyer shall have delivered a certificate executed by a duly authorized officer of Buyer as of the Closing Date confirming the matters in each of the foregoing sentences (the "Buyer's Bring Down Certificate").
