Common use of ACCURACY OF COMPANY’S REPRESENTATIONS AND WARRANTIES Clause in Contracts

ACCURACY OF COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties regarding the Company contained in ARTICLE III of this Agreement, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect (other than with respect to Section 3.6), shall be true and correct, in each case (other than with respect to Section 3.5), solely with respect to the First Closing Acquired Entities and on and as of the First Closing Date (and in the case of Section 3.5 with respect to the Acquired Entities), with the same force and effect as though such representations and warranties had been made on the First Closing Date (except, in each case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date), except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the First Closing Acquired Entities; provided that the Company Fundamental Representations shall be true and correct in all respects (except for de minimis inaccuracies).

ACCURACY OF COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties regarding the Company contained in ARTICLE III of this Agreement, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect (other than with respect to Section 3.6), shall be true and correct, in each case (other than with respect to Section 3.5), solely with respect to the First Second Closing Acquired Entities and on and as of the First Second Closing Date (and in the case of Section 3.5 with respect to the Acquired Entities), with the same force and effect as though such representations and warranties had been made on the First Second Closing Date (except, in each case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date), except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the First such Second Closing Acquired Entities; provided that the Company Fundamental Representations shall be true and correct in all respects (except for de minimis inaccuracies).