Specified Representations. Each of the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been so true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date.
Specified Representations. The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that, with respect to the Specified Representations made on the Closing Date, to the extent that such representations are qualified by “Material Adverse Effect”, the definition of “Material Adverse Effect” applicable to such qualifications shall be the definition of “Material Adverse Effect” set forth in the Acquisition Agreement and not the definition of “Material Adverse Effect” set forth in this Agreement. Without limiting the generality of the provisions of the last paragraph of Section 12.3, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Specified Representations. Compliance with the conditions set forth in clause (s) of this Section 3.1.
Specified Representations. The Specified Representations shall be true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)).
Specified Representations. “Specified Representations” shall mean the representations and warranties set forth in Sections 2, 3.3, 3.10, 3.13 and 3.15 of the Agreement.
Specified Representations. The Specified Representations shall be true and correct in all material respects as of the Closing Date.
Specified Representations. The Specified Representations shall be true and correct in all material respects. Notwithstanding anything in any Loan Document to the contrary, (i) other than with respect to any Closing Date UCC Filing Collateral or Closing Date Stock Certificates, to the extent any collateral is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the delivery of such collateral shall not constitute a condition precedent to the availability of the Loans on the Closing Date, (ii) with respect to perfection of security interests in the Closing Date UCC Filing Collateral, the Borrower’s sole obligation shall be to deliver, or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize or cause the applicable Guarantor to irrevocably authorize the Administrative Agent to file necessary UCC financing statements and (iii) with respect to perfection of security interests in Closing Date Stock Certificates, the Borrower’s sole obligation shall be to deliver to the Administrative Agent the Closing Date Stock Certificates as and to the extent they are delivered to the Borrower by the Company pursuant to the Merger Agreement, in each case, duly endorsed in blank.
Specified Representations. The Specified Representations shall be true and correct in all material respects.
Specified Representations. “Specified Representations” shall mean the representations and warranties set forth in Sections 2.1(a)-(d) (Due Organization; Authority, Binding Nature of Agreement), Section 2.3 (Capitalization), Section 2.22(a)(i) (Non-Contravention), Section 2.23 (Financial Advisor), and the Tax Representations.
Specified Representations. The representations (a) made by TIH in the Investment Agreement that are material to the interests of the Lenders, but only to the extent that Investor has the right to terminate its obligations under the Investment Agreement as a result of a breach of such representations in the Investment Agreement and (b) set forth in the last sentence of Subsection 5.2 and Subsections 5.3(a), 5.4 (other than the second sentence thereof), 5.12, 5.14, 5.15 and 5.25, in each case shall, except to the extent they relate to a particular date, be true and correct in all material respects on and as of such date as if made on and as of such date.
