Representations and Warranties and Covenants of Buyer Sample Clauses

Representations and Warranties and Covenants of Buyer. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, when made and at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Seller shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to such effect; and (b) Buyer shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Seller shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to such effect.

Representations and Warranties and Covenants of Buyer. The representations and warranties of Buyer herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time. Buyer shall have performed all obligations and complied with all Covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date.

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to any materiality or similar qualifications therein, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct as would not materially impair or prevent Buyer’s ability to consummate the transactions contemplated by this Agreement; (ii) Buyer shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and (iii) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date certifying to the fulfillment of the conditions specified in the foregoing clauses (i) and (ii).

Representations and Warranties and Covenants of Buyer. Buyer represents and warrants and covenants to the Seller as follows:

Representations and Warranties and Covenants of Buyer. The ----------------------------------------------------- representations and warranties of Buyer herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time (except where such representation and warranty is made as of a date specifically set forth therein); Buyer shall have in all material respects performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Buyer shall have delivered to Sellers certificates of Buyer in form and substance satisfactory to Seller, dated the Closing Date and signed by its President, to such effect.

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, such representations and warranties shall be true and correct in all material respects as of such specified date); (ii) Buyer shall have in all material respects performed the obligations and complied with the covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and (iii) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date to the effect of the foregoing clauses (i) and (ii).

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in this Agreement shall be true and correct (without giving effect to any materiality qualifiers therein) as of the Closing Date, as if made at and as of such date (except that those representations and warranties which are made as of a specific date shall be true and correct (without giving effect to any materiality qualifiers therein) only as of such date), except for such failures to be so true and correct as would not individually or in the aggregate materially impair Buyer’s ability to consummate the transactions contemplated by this Agreement; (ii) Buyer shall have performed and complied with in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing (including the obligations to be performed at Closing under Section 5.2(d)); and (iii) Buyer shall have delivered to Seller a certificate, dated as of the Closing and signed by a senior officer on behalf of Buyer, certifying to the effect that to such officer’s knowledge the conditions set forth in clauses (i) and (ii) of this Section 6.2(a) have been satisfied.

Representations and Warranties and Covenants of Buyer. The ----------------------------------------------------- representations and warranties of Buyer herein contained shall be true in all material respects (provided, however, that where a representation or warranty is already qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this condition) at the Closing Date with the same effect as though made at such time, Buyer shall have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed, or complied with by it, on or prior to the Closing Date, and Buyer shall have delivered to Seller a certificate of Buyer ("Buyer's Closing Certificate") dated as of the Closing Date and signed by its President to such effect. The representations and warranties made by Buyer in Buyer's Closing Certificate shall constitute, upon execution and delivery thereof, representations and warranties of Buyer for all purposes of this Agreement including Article III hereof.

Representations and Warranties and Covenants of Buyer. Buyer hereby represents and warrants and Covenants to each Subject Company and the Shareholders as follows: