Representations and Warranties in the Merger Agreement. Except as otherwise disclosed in writing to the Administrative Agent prior to the Effective Date, each of the representations and warranties set forth in Articles IV and V of the Merger Agreement is true and correct in all material respects as of the Effective Date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).
Representations and Warranties in the Merger Agreement. As of the date the Merger Agreement was executed, the representations and warranties in the Merger Agreement made by the Company and, to the Company’s knowledge, by Sellers were true and correct in all material respects as of such date. The Company is not aware of any fact or circumstance that has caused or would cause the representations and warranties made by Sellers in the Merger Agreement to be, or to be reasonably likely to become, untrue in any material respect on or prior to consummation of the Merger.
Representations and Warranties in the Merger Agreement. The ------------------------------------------------------ representations and warranties set forth in Article IV and Article V of the Merger Agreement as applicable to Xxxxxxx and Borrower, respectively, are, in each case, true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless such representations and warranty expressly indicates that it is being made as of any other specific date.
Representations and Warranties in the Merger Agreement. Each of the representations and warranties of the Parent and the Merger Subsidiary set forth in the Merger Agreement is true and correct as of the date hereof.
Representations and Warranties in the Merger Agreement. The representations and warranties set forth in the Merger Agreement made by Parent and Target, respectively, are, in each case, true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless such representations and warranty expressly indicates that it is being made as of any other specific date.
Representations and Warranties in the Merger Agreement. Each of the Company’s representations and warranties contained in Article III of the Merger Agreement (without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” (as defined in the Merger Agreement) qualification on such representations and warranties) are true and correct, except where the failure to be true and correct individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement). Any certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to each Initial Purchaser as to the matters set forth therein.
Representations and Warranties in the Merger Agreement. As of the Closing Date, all representations and warranties of the Borrower, Press Pass and High Performance set forth in the Acquisition Documents were true and correct (excluding all materiality exceptions contained therein) in all material respects as of the time as of which such representa- tions and warranties were made and shall be true and correct (excluding all materiality exceptions contained therein) in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless such representation and warranty expressly indicates that it is being made as of any other specific date.
Representations and Warranties in the Merger Agreement. The representations and warranties set forth in Sections 2.01 through and including Section 2.34 of the Merger Agreement are as of the date hereof, and will on the Closing Date be, true and correct and are hereby made by the Xxxxxxx Holders for the benefit of EM as though fully set forth herein. Any such representations and warranties in the Merger Agreement which are qualified by reference to knowledge shall continue to be so qualified for purposes of the representations and warranties made by the Xxxxxxx Holders herein.
Representations and Warranties in the Merger Agreement. Each of the Company’s representations and warranties contained in Article IV in the Merger Agreement and ATD Operating Company’s representations and warranties contained in Article III of the Merger Agreement (without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” (as defined in the Merger Agreement) qualification on such representations and warranties) are true and correct, except where the failure to be true and correct individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement). Any certificate signed by an officer of the Company and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company to each Initial Purchaser as to the matters set forth therein.
Representations and Warranties in the Merger Agreement. The Representations and Warranties made by the Company to BSH in Article III of the Merger Agreement (other than those contained in Section 3.01(a) thereof) are hereby incorporated herein in their entirety and shall, for the purposes of this Agreement, be deemed to be included among the representations and warranties made by the Company to the Purchaser in this Article III.
