ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. All of the representations and warranties by Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing. Purchaser shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement to be performed and complied with by it on or prior to the Closing. Seller shall have been furnished with a certificate of an officer of Purchaser, dated as of the Closing, certifying to the fulfillment of the foregoing conditions.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. All of the representations and warranties by Seller contained in this Agreement shall be true and correct in all material respects at and as of the Final Closing, except as they have been affected by Purchaser's actions. Seller shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement to be performed and complied with by it on or prior to the Final Closing. Purchaser shall have been furnished with a certificate of a duly authorized representative of Seller, dated as of the Final Closing, certifying to the fulfillment of the foregoing conditions.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the date hereof (unless such representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date) and at and as of the Closing Date, except for any representations or warranties limited by the terms “Material Adverse Effect,” “in all material respects,” “material,” or “materiality”, which shall be true and correct in all respects as of the date hereof and as of the Closing. Buyer shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by it on or prior to the Closing.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects at and as of the Closing Date provided, however, that, for purposes of determining the accuracy of such representations and warranties, all representations and warranties made by Purchaser in this Agreement that are qualified by Purchaser Material Adverse Effect or other materiality qualifications shall be true and correct in all respects at and as of the Closing Date. Purchaser shall have complied with and performed all of the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Sellers shall have been furnished with a certificate of an officer of Purchaser, dated as of the Closing, certifying to the fulfillment of the foregoing conditions. As used in this Agreement, the term "PURCHASER MATERIAL ADVERSE EFFECT" means a material adverse effect on the ability of the Purchaser to complete the transactions contemplated by this Agreement or to pay the Purchase Price at the Closing.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by any Seller in (i) the first sentence of Section 7.02, (ii) the last sentence of Section 7.06(a), (iii) Sections 7.07(a) and (b) (but only as they relate to FCC Authorizations) and (iv) Sections 7.14(a) and (b) shall be true and correct in all material respects on and as of the date hereof (unless such representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date), provided, however, that for purposes of determining the accuracy of such representations and warranties, such representations and warranties that are qualified by Seller Material Adverse Effect or other materiality qualifications shall be true and correct in all respects at and as of the date hereof. Each of the representations and warranties made by any Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date (unless any representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date), provided, however, that for purposes of determining the accuracy of such representations and warranties, all representations and warranties made by any Seller in this Agreement that are qualified by Seller Material Adverse Effect or other materiality qualifications shall be true and correct in all respects at and as of the Closing Date. Sellers shall have complied with and performed all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by any of them on or prior to the Closing. Purchaser shall have been furnished with a certificate of an officer of each Seller, dated as of the Closing Date, certifying to the fulfillment of the foregoing conditions. As used in this Agreement, the term "SELLER MATERIAL ADVERSE EFFECT" means a material adverse effect on the business, assets, Liabilities, properties, condition (financial or otherwise), or results of operations of the Seller Business or the Purchased Assets taken as a whole; PROVIDED, HOWEVER, that neither (a) the effects of any events, circumstances or conditions resulting from changes, developments or circumstances in worldwide or national conditions (political, economic, or regulatory) that adversely affect generally the market where the Cellular System is operated or affect generally industries engaged in ...
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the date hereof (unless such representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date) and at and as of the Closing Date. Buyer shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to which Buyer is a party to be performed or complied with by it on or prior to the Closing.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. (a) Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the date hereof (unless such representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date) and at and as of the Closing Date; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all representations and warranties made by Buyer in this Agreement that are qualified by materiality shall be true and correct in all respects at and as of the Closing Date.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by each Purchaser in this Agreement shall be true and correct on and as of the Effective Date (unless such representation or warranty is given as of a particular date in which case such representation or warranty shall be considered only as of such particular date) and at and as of the Closing Date, except for any failure to be so true and correct that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the ability of the Purchasers to timely consummate the transactions contemplated hereunder (including payment or undertaking the Purchase Price and any other cash payments, fees or expenses contemplated hereby). The Purchasers shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by it on or prior to the Closing.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. All of the representations and warranties by Seller and the Interest Holders contained in this Agreement shall be true and correct in all material respects at and as of the Final Closing. Seller shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement to be performed and complied with by it on or prior to the Final Closing. Purchaser shall have been furnished with a certificate of the General Manager of Seller, dated as of the Final Closing, certifying to the fulfillment of the foregoing conditions.
ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Purchaser’s representations and warranties in Article 4 shall be true and correct as of the Closing Date (unless such representation or warranty is made as of a particular date in which case such representation or warranty will be considered only as of such particular date), except to the extent that the failure of such representations and warranties to be true and correct as aforesaid when taken in the aggregate would not prevent or have a material adverse effect on the Purchaser’s ability to perform its obligations under the Transaction Documents, provided that if any portion of any representation or warranty is already qualified by materiality or material adverse effect, for purposes solely of determining whether this first sentence of Section 7.2(a) has been satisfied, all such materiality and material adverse effect qualifiers shall be disregarded. Purchaser shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by Purchaser on or prior to the Closing. Purchaser shall have furnished Seller with a certificate of an officer of Purchaser, dated as of the Closing Date, certifying to the fulfillment of the foregoing conditions (the “Purchaser Bring-Down Certificate”).
