Representations and Warranties True as of the Closing. The representations and warranties of the Purchaser contained in this Agreement or in any schedule, certificate or document delivered by Purchaser to the Company pursuant to the provisions hereof shall have been true in all material respects on the date hereof without regard to any schedule updates furnished by the Purchaser after the date hereof and shall be true in all material respects on the Closing Date with the same effect as though such representations and warranties were made as of such date.
Representations and Warranties True as of the Closing. The representations and warranties of WorldPort and Acquisitions, Inc. contained in this Agreement or in any list, certificate or document delivered by WorldPort or Acquisitions, Inc. to WWC or the WWC Shareholder pursuant to the provisions hereof shall be true on the Closing with the same effect as though such representations and warranties were made as of such date;
Representations and Warranties True as of the Closing. All of the representations and warranties of Seller contained in this Agreement or in any schedule, certificate or document delivered to Buyer pursuant to the provisions hereof (considered collectively without regard to materiality qualifiers contained in such representations and warranties), and each such representation and warranty (considered individually), other than the representations and warranties (or portions thereof) which contain materiality qualifiers, shall have been true in all material respects as of the date of this Agreement and on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date), without giving effect to any updated information disclosed by Seller to Buyer pursuant to Section 4.1.7. Each such representation and warranty (or portion thereof) that contains a materiality qualifier (considered individually) shall have been true in all respects as of the date of this Agreement and on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date), without giving effect to any updated information disclosed by Seller to Buyer pursuant to Section 4.1.7.
Representations and Warranties True as of the Closing. Except for changes expressly contemplated hereby or consented to or waived in writing by the QuadraMed Entities, the representations and warranties of the Company and the Shareholders contained in this Agreement or in any schedule, certificate or document delivered by the Company to the QuadraMed Entities pursuant to the provisions hereof shall have been true on the date hereof without regard to any schedules or updates furnished by the Company after the date hereof and shall be true on the Closing with the same effect as though such representations and warranties were made as of such date.
Representations and Warranties True as of the Closing. All of the representations and warranties of Purchaser contained in this Agreement, considered collectively, shall have been true in all material respects as of the date of this Agreement and shall be true in all material respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date).
Representations and Warranties True as of the Closing. The representations and warranties of the Selling Stockholders contained in this Agreement shall be true in all respects at and as of the Closing with the same effect as though such representations and warranties wre made as of such date.
Representations and Warranties True as of the Closing. The Fundamental Representations of Purchaser shall be true and correct in all material respects and the representations and warranties of Purchaser in Section 3.2 that are not Fundamental Representations (the “Purchaser’s Non-Fundamental Representations”) shall be true and correct in all respects (in each case, without regard to materiality qualifiers), on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except for all such breaches, if any, of such Purchaser’s Non-Fundamental Representations that individually or in the aggregate would not have a material adverse effect.
Representations and Warranties True as of the Closing. All of the representations and warranties of Seller and Parent contained in this Agreement or in any Transaction Document (considered without regard to materiality qualifiers contained in such representations and warranties) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date or as otherwise waived in writing by Buyer), without giving effect to any updated information disclosed by Seller or Parent to Buyer pursuant to Section 3.1.9, except that inaccuracies in such representations and warranties shall be disregarded for purposes of this Section 4.1.1 if the aggregate effect of such inaccuracies does not constitute, and could not reasonably be expected to constitute, a Seller Material Adverse Effect. For purposes of this Agreement, "Seller Material Adverse Effect" means a material adverse effect on the business, assets, Liabilities, properties, conditions (financial or otherwise) or results of operations of the Business or the Partnership, taken as a whole, provided, however, that any adverse effect arising out of any of the following shall not constitute a Seller Material Adverse Effect: (i) changes in general economic conditions or changes affecting the wireless telecommunications industry generally, (ii) any effect caused by either (A) a breach by Buyer (or an affiliate of Buyer) of its obligations under the Switch Sharing Agreement, (B) the failure by Buyer (or an affiliate of Buyer) to provide to the Partnership the benefits of any modification to the functionality of the Switch that Buyer (or an affiliate of Buyer) makes for its own purposes, or (iii) any generally applicable change in law, rule or regulation or GAAP.
Representations and Warranties True as of the Closing. The representations, warranties and undertakings of Janel contained in this Agrxxxxxt, and in the materials which Janel has publicly filed witx xxx SEC prior to the date of this Agreement shall be true on the date of this Agreement without regard to any updates furnished by Janel, shall be true after thx xxxe of this Agreement and shall be true on the Closing with the same effect as though such representations and warranties were made as of such date.
Representations and Warranties True as of the Closing. The ------------------------------------------------------ representations and warranties of Seller contained in this Agreement or in any schedule, certificate or document delivered by Seller to Purchaser pursuant to the provisions hereof shall have been true on the date hereof in all material respects, and shall be true in all material respects as of the Closing as if made at the Closing.
