Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of Buyer contained in this Agreement (including the Exhibits and attachments hereto) or in any certificate or document delivered to Seller pursuant hereto, shall be deemed to have been made again at the Closing and shall then be true in all respects; and Buyer shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at Closing.
Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of Parent contained in this Agreement and in any certificate or document delivered pursuant hereto shall be deemed to have been made again at the Closing and shall then be true in all respects. Parent shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at Closing.
Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of Sellers and/or Huffy contained in this Agreement (including the Schedules and Attachments hereto) or in any certificate or document delivered to Purchaser pursuant hereto, shall be deemed to have been made again at the Closing Date and shall then be true in all respects; and Sellers shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date.
Representations and Warranties True at Closing; Compliance with Agreement. The -------------------------------------------------------------------------- representations and warranties of Buyer contained in this Agreement (including the Exhibits and attachments hereto) or in any certificate or document delivered to Seller pursuant hereto, shall be deemed to have been made again at the Closing and shall then be true in all respects; and Buyer shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at Closing. No Action/Proceeding. No action or proceeding before a court or any other --------------------- governmental agency or body shall have been instituted or threatened to restrain ----- or prohibit the transactions hereunder contemplated, and no governmental agency or body or other entity shall have taken any other action or made any request of Seller or Buyer as a result of which Seller reasonably and in good xxxxx xxxxx that to proceed with the transactions hereunder may constitute a violation of law. If applicable, the waiting periods specified under the Antitrust Improvements Act with respect to the transactions contemplated under this Agreement will have lapsed or been terminated. Order Prohibiting Transaction. No order shall have been entered in any action ------------------------------- or proceeding before any court or governmental agency, and no preliminary or permanent injunction by any court shall have been issued which would have the effect of (a) making the transactions contemplated under this Agreement illegal, or (b) otherwise preventing consummation of such transactions. There shall have been no United States federal or state statute, rule or regulations enacted or promulgated after the date of this Agreement that would reasonably, directly or indirectly, result in any of the consequences referred to in this paragraph.
Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of the CCSI Companies contained in this Agreement and in any certificate or document delivered pursuant hereto will be deemed to have been made again at the Closing and will then be true in all material respects. Each of the CCSI Companies will have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at Closing and both the Merger Consideration and the Cash Consideration shall have been paid.
Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of CHAD, XXG, and the Members contained in this Agreement (including the Exhibits hereto) and in any certificate or document delivered pursuant hereto will be deemed to have been made again at the Closing and will then be true in all material respects. Each of CHAD, XXG and the Members will have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by such person or entity prior to or at Closing.
Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of Merger Subsidiary and Parent contained in this Agreement and in any certificate or document delivered pursuant hereto will be deemed to have been made again at the Closing and will then be true in all material respects. Merger Subsidiary and Parent will have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at Closing.
Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of each of Shareholders and Ventures contained in this Agreement (including the Exhibits hereto) and in any certificate or document delivered pursuant hereto will be deemed to have been made again at the Closing and will then be true in all material respects. Ventures and each of the Shareholders will have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at Closing.
Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of Shareholders and Company contained in this Agreement (including the Exhibits hereto) and in any certificate or document delivered pursuant hereto shall be deemed to have been made again at the Closing and
Representations and Warranties True at Closing; Compliance with Agreement. The representations and warranties of Shareholders, Geri-Xxxe and Scripts contained in this Agreement (including the Exhibits hereto) and in any certificate or document delivered pursuant hereto shall be deemed to have been made again at the Closing and shall then be true in all respects. Geri-Xxxe, Scripts and Shareholders shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at Closing.
