Representations and Warranties Accurate. All representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects on and as of the Closing Date as if made again at and as of such date.
Representations and Warranties Accurate. All representations and warranties made by or on behalf of the Borrower and the other Loan Parties, or any of them, to the Administrative Agent or any of the Lenders shall be true, accurate and complete in all material respects and shall not omit any material fact necessary to make the same not materially misleading.
Representations and Warranties Accurate. All representations and warranties of the Shareholder and the Company contained in this Agreement shall have been true in all material respects as of the Closing Date.
Representations and Warranties Accurate. The representations and warranties of the Buyer (i) with respect to 6.1 (Organization), 6.2(a) (Capitalization), 6.3 (Binding Obligation) and 6.10 (Brokers) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), and (ii) each of the other representations and warranties of the Buyer shall be true and correct (without giving effect to any exception or qualification contained therein relating to materiality or a Buyer Material Adverse Effect) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, or would not be reasonably expected to have, a Buyer Material Adverse Effect.
Representations and Warranties Accurate. 9.3.1 IFT shall deliver the Disclosure Schedule to this Agreement no later than seven (7) days from the date of this Agreement. TNCI shall have seven (7) days after its receipt of the Disclosure Schedule to determine, in its sole discretion, whether or not TNCI shall accept the representations and warranties as modified or amplified by the Disclosure Schedule. If TNCI determines that any part of the Disclosure Schedule is unacceptable, TNCI may provide IFT additional time to remedy the matter or may terminate this Agreement in accordance with its provisions.
Representations and Warranties Accurate. The representations and warranties by Borrower in the Loan Documents are correct on and as of the date of this Agreement and as of the Effective Date, as though made on and as of each such date.
Representations and Warranties Accurate. The representations and warranties by Borrower and the other Loan Parties in this Agreement and in the other Loan Documents are true and correct in all material respects on and as of the Effective Date, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, in all material respects, as of such earlier date.
Representations and Warranties Accurate. All representations and warranties of Seller and Stockholders contained in this Agreement shall have been true when made and shall be true at and as of the Closing Date. Seller and Stockholders shall have complied with all covenants and conditions required to be performed or complied with by them prior to or at the Closing Date. Seller and Stockholders shall furnish Buyer with an appropriate certificate to the foregoing effect as of the Closing Date.
Representations and Warranties Accurate. All representations and warranties of Purchaser contained in this Agreement, and all written information delivered to Seller by Purchaser on or prior to the Closing Date pursuant to this Agreement, (i) that are qualified as to materiality shall be true in all respects on and as of the Closing Date and (ii) that are not qualified as to materiality shall be true in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties were made, and such written information was delivered, on and as of the Closing Date.
Representations and Warranties Accurate. Each of (a) the Fundamental Representations of the Company shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made as of the Closing, except (i) to the extent that any such representation and warranty expressly refers to an earlier date in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) for any de minimis inaccuracy and (b) all other representations and warranties of the Company set forth in Article 4 (other than Fundamental Representations of the Company) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made as of the Closing (except to the extent that any such representation and warranty expressly refers to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of the Company to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect.
