Common use of Accuracy of Representations and Warranties and Performance of Obligations Clause in Contracts

Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by the Buyer and Azzurro in this Agreement shall be true and correct in all material respects (or, to the extent such representations and warranties are already qualified by materiality, such representations and warranties shall be true and correct in all respects) on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement or consented to by Seller, and the Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. The Buyer shall deliver to Seller at the Closing a certificate of an officer of the Buyer certifying that the conditions stated in this Section 8.1 have been fulfilled.

Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by the Buyer Seller and Azzurro Travelzoo in this Agreement shall be true and correct in all material respects (or, to the extent such representations and warranties are already qualified by materiality, such representations and warranties shall be true and correct in all respects) on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellerthe Buyer, and the Buyer Seller and Travelzoo shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. The Buyer Seller and Travelzoo shall deliver to Seller the Buyer at the Closing a certificate of an officer of the Buyer Seller certifying that the conditions stated in this Section 8.1 7.1 have been fulfilled.

Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by the Buyer Seller and Azzurro Xxxxxxx in or pursuant to this Agreement shall be true and correct in all material respects (orrespects, to the extent such except for those representations and warranties that are already qualified by materiality, such representations and warranties as to materiality which shall be true and correct in all respects) , on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change expressly permitted by the terms of this Agreement or expressly consented to in writing by SellerBuyer, and the Buyer Seller and Xxxxxxx shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. The Buyer Seller and Xxxxxxx shall deliver to Seller Buyer at the Closing a certificate of an officer of the Buyer Seller and Xxxxxxx certifying that the conditions stated in this Section 8.1 6.1 have been fulfilled.