Common use of Accuracy of Representations and Warranties and Compliance with Obligations Clause in Contracts

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Solair and the Shareholder contained in this Agreement shall be true and correct at and as of the Closing Date in all material respects with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed on any schedule to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; provided, however, that if any such representation or warranty is already qualified by materiality, for purposes of determining whether this condition has been satisfied, such representation or warranty as so qualified shall be true and correct in all respects. Solair and the Shareholder shall have performed and complied in all material respects with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Solair and the Shareholder shall have delivered to Kellxxxxx x xertificate, dated as of the Closing Date, duly signed by an executive officer of each, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performed in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Solair and the Shareholder contained Kellxxxxx xxxtained in this Agreement shall be true and correct at and as of the Closing Date in all material respects with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed on any schedule pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; provided, however, that if any such representation or warranty is already qualified by materiality, for purposes of determining whether this condition has been satisfied, such representation or warranty as so qualified shall be true and correct in all respects. Solair and the Shareholder shall Kellxxxxx xxxll have performed and complied in all material respects with all of their respective its obligations required by this Agreement to be performed or complied with by it at or prior to the Closing Date. Solair and the Shareholder shall Kellxxxxx xxxll have delivered to Kellxxxxx x xertificatethe Shareholder a certificate, dated as of the Closing Date, duly and signed by an executive officer of eachofficer, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performed in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Solair and the Shareholder contained Kellxxxxx xxxtained in this Agreement shall be true and correct in all material respects at and as of the Closing Date in all material respects with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed on any schedule pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; providedPROVIDED, howeverHOWEVER, that if any such representation or warranty is already qualified by materiality, for purposes of determining whether this condition has been satisfied, such representation or warranty as so qualified shall be true and correct in all respects. Solair and the Shareholder shall Kellxxxxx xxxll have performed and complied in all material respects with all of their respective its obligations required by this Agreement to be performed or complied with by it at or prior to the Closing Date. Solair and the Shareholder shall Kellxxxxx xxxll have delivered to Kellxxxxx x xertificatethe Shareholders a certificate, dated as of the Closing Date, duly and signed by an executive officer of eachits President and Chief Financial Officer, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performed in all material respects.