Representations and Warranties and Covenants of Sellers. Each Seller represents and warrants, and covenants, as applicable, as of the date hereof and as of the Effective Time to the Company:
Representations and Warranties and Covenants of Sellers. The representations and warranties of Sellers herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time and Sellers shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it prior to or at the Closing Date, except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true in all material respects as of such date.
Representations and Warranties and Covenants of Sellers. The ------------------------------------------------------- representations and warranties of Sellers herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time (except where such representation and warranty is made as of a date specifically set forth therein); Sellers shall have in all material respects performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing Date, and Sellers shall have delivered to Buyer certificates of Sellers in form and substance satisfactory to Buyer, dated the Closing Date and signed by their Chief Executive Officers to such effect.
Representations and Warranties and Covenants of Sellers. (i) Only to the extent the Closing Date is on or before the Initial Outside Date (it being understood that this Section 6.1(a)(i) shall not be a condition to Closing following the Initial Outside Date), the representations and warranties of Sellers (A) set forth in this Agreement (other than those set forth in Section 3.2(a), Section 3.3 and the first sentence of Section 3.9 which are addressed in clause (B) below) shall be true and correct (without giving effect to any qualifications as to knowledge, materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date (except for representations and warranties made as of a specified date, which need only be true and correct as of such specified date), other than for such failures to be true and correct that, individually or in the aggregate, would not have a Material Adverse Effect and (B) set forth in Section 3.2(a), Section 3.3 and the first sentence of Section 3.9 shall be true and correct in all respects as of the date hereof and as of the Closing Date (except for representations and warranties made as of a specified date, which need only be true and correct as of such specified date); and
Representations and Warranties and Covenants of Sellers. 520332.000001 25576304.5
Representations and Warranties and Covenants of Sellers. The representations and warranties of Sellers herein contained that are qualified by materiality shall be true and correct, and the representations and warranties of Sellers herein contained that are not so qualified shall be true in all material respects, at the Closing Date with the same effect as though made at such time, other than those that speak as of a specific date, which in the case of those qualified by materiality shall be true and correct and in the case of those not so qualified, shall be true and correct in all material respects as of such date, and except (i) as affected by any transactions contemplated by this Agreement which are inconsistent with such representations or warranties or (ii) as contemplated or permitted by this Agreement; each Seller shall have in all material respects performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and each Seller shall have delivered to Buyer a certificate of each Seller in form and substance satisfactory to Buyer, dated the Closing Date and signed by its chief executive officer and chief financial officer (or equivalent officers) to such effect.
Representations and Warranties and Covenants of Sellers. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):
Representations and Warranties and Covenants of Sellers. (i) Except with respect to the Sellers Fundamental Representations and the representation and warranty contained in Section 3.7(a)(i)(B), the representations and warranties of Sellers contained in ARTICLE III shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect;
Representations and Warranties and Covenants of Sellers. The representations and warranties of Sellers herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time; Sellers shall have in all material respects performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing Date; and Sellers shall have delivered to Buyer a certificate, in form and substance satisfactory to Buyer, dated the Closing Date and signed by the principal executive officer of TW and by Pack to such effect.
