Common use of Accuracy of Company Representations Clause in Contracts

Accuracy of Company Representations. (a) Each of the representations and warranties of the Company contained in Section 2 (other than in Section 2.2(a), Section 2.2(c), Section 2.15(b) and Section 2.19) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any representations and warranties made as of a specific date, which shall have been accurate in all respects only as of such date), except where the failure of such representations and warranties to be accurate, individually or in the aggregate, would not have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties: (i) all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (b) Each of the representations and warranties of the Company contained in Section 2.15(b) and Section 2.19 shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date; provided, however, that, for purposes of determining the accuracy of the foregoing representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (c) Each of the representations and warranties of the Company contained in Section 2.2(a) and Section 2.2(c) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects only as of such date); provided, however, that, for purposes of determining the accuracy of the foregoing representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.

Accuracy of Company Representations. (a) Each of the representations and warranties of the Company contained in Section 2 (other than in Section 2.2(a), Section 2.2(c), Section 2.15(b) and Section 2.19) this Agreement shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any representations and warranties representation or warranty made as of a specific date, which shall have been accurate in all respects only as of such date), except where the failure of such representations and warranties to be accurate, individually or in the aggregate, would not have a Company Material Adverse Effect; provided, however, that, : (a) for purposes of determining accuracy as of the foregoing dates (and for purposes of determining accuracy for purposes of such representations and warranties: clause “(b)” of this proviso): (i) all “Company Material Adverse Effect” and “410 Holdings Material Adverse Effect” qualifications and other materiality qualifications limiting the scope of such the representations and warranties of the Company contained in this Agreement shall be disregarded; (ii) all “Company Material Adverse Effect” and “410 Holdings Material Adverse Effect” qualifications and other materiality qualifications limiting the scope of the defined terms used in the representations and warranties of the Company contained in this Agreement shall be disregarded; and (iiiii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date execution of this Agreement shall be disregarded. ; and (b) Each of any inaccuracies in the representations and warranties of the Company contained in Section 2.15(b) and Section 2.19 shall have been accurate in all respects as of the date of this Agreement will be disregarded if such inaccuracies (considered collectively) would not have and shall would not reasonably be accurate in all respects as of the Closing Date as if made on and as of the Closing Date; provided, however, that, for purposes of determining the accuracy of the foregoing representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported expected to have been made on or after the date of this Agreement shall be disregardedresult in a Company Material Adverse Effect or a 410 Holdings Material Adverse Effect, as applicable. (c) Each of the representations and warranties of the Company contained in Section 2.2(a) and Section 2.2(c) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects only as of such date); provided, however, that, for purposes of determining the accuracy of the foregoing representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.

Accuracy of Company Representations. (a) Each of the representations and warranties of the Company contained in Section 2 (other than in Section 2.2(a), Section 2.2(c), Section 2.15(b) and Section 2.19) Fundamental Representations shall have been accurate in all respects as of the date of this Agreement true and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any representations and warranties made as of a specific date, which shall have been accurate in all respects only as of such date), except where the failure of such representations and warranties to be accurate, individually or in the aggregate, would not have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties: (i) all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (b) Each of the representations and warranties of the Company contained in Section 2.15(b) and Section 2.19 shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date; provided, however, that, for purposes of determining the accuracy of the foregoing representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (c) Each of the representations and warranties of the Company contained in Section 2.2(a) and Section 2.2(c) shall have been accurate correct in all material respects as of the date of this Agreement and shall be accurate true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except for any to the extent such representations and warranties are specifically made as of a specific particular date, in which case such representations and warranties shall have been accurate in all material respects only be true and correct as of such date); provided. The Company Capitalization Representation shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, howeverexcept, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualification set forth in the preceding clause (x), as of such particular date), and (z) for such inaccuracies as are taken into account in the calculation of the Company Outstanding Common Stock Shares, Company Outstanding Preferred Stock Shares and the Exchange Ratios. The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representation) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (i) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications) or (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (i), as of such particular date) (it being understood that, for purposes of determining the accuracy of the foregoing such representations and warranties, any update of or modification to the Company Disclosure Schedule Letter made or purported to have been made on or after the date of this Agreement shall be disregarded).

Accuracy of Company Representations. (a) Each of the representations and warranties of the The Company contained in Section 2 (other than in Section 2.2(a), Section 2.2(c), Section 2.15(b) and Section 2.19) Fundamental Representations shall have been accurate true and correct in all respects as of the date of this Agreement and shall be accurate in all respects true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date such date (except for any to the extent such representations and warranties are specifically made as of a specific particular date, in which shall have been accurate in all respects only as of such date), except where the failure of such representations and warranties to be accurate, individually or in the aggregate, would not have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties: (i) all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of case such representations and warranties shall be disregarded; true and (ii) any update correct as of or modification to the such date). The Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (b) Each of the representations and warranties of the Company contained in Section 2.15(b) and Section 2.19 Capitalization Representations shall have been accurate true and correct in all respects as of the date of this Agreement and shall be accurate in all respects true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date; providedDate with the same force and effect as if made on the Closing Date except (a) in each case, howeveror in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of the foregoing such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded). (c) Each of the representations and warranties of the Company contained in Section 2.2(a) and Section 2.2(c) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects only as of such date); provided, however, that, for purposes of determining the accuracy of the foregoing representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.

Accuracy of Company Representations. (a) Each of the representations and warranties of the Company contained in Section 2 (other than in Section 2.2(a), Section 2.2(c), Section 2.15(b) and Section 2.19) this Agreement shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any representations and warranties representation or warranty made as of a specific date, which shall have been accurate in all respects only as of such date), except where the failure of such representations and warranties to be accurate, individually or in the aggregate, would not have a Company Material Adverse Effect; provided, however, that, : (a) for purposes of determining accuracy as of the foregoing dates (and for purposes of determining accuracy for purposes of such representations and warranties: clause “(b)” of this proviso): (i) all “Company Material Adverse Effect” qualifications and other materiality qualifications limiting the scope of such the representations and warranties of the Company contained in this Agreement shall be disregarded; (ii) all “Company Material Adverse Effect” qualifications and other materiality qualifications limiting the scope of the defined terms used in the representations and warranties of the Company contained in this Agreement shall be disregarded; and (iiiii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date execution of this Agreement shall be disregarded. ; and (b) Each of any inaccuracies in the representations and warranties of the Company contained in Section 2.15(b) and Section 2.19 shall have been accurate in all respects as of the date of this Agreement will be disregarded if such inaccuracies (considered collectively) do not constitute, and shall would not reasonably be accurate in all respects as of the Closing Date as if made on and as of the Closing Date; provided, however, that, for purposes of determining the accuracy of the foregoing representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported expected to have been made on or after the date of this Agreement shall be disregardedresult in, a Company Material Adverse Effect. (c) Each of the representations and warranties of the Company contained in Section 2.2(a) and Section 2.2(c) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects only as of such date); provided, however, that, for purposes of determining the accuracy of the foregoing representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.