Common use of ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS Clause in Contracts

ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS. The representations and warranties of the Company contained in Section 6.01 of this Agreement shall be true and correct in all material respects as of the date of this Agreement, and immediately prior to the Effective Time with the same effect as if such representations and warranties had been made immediately prior to the Effective Time, except to the extent that any and all inaccuracies in any such representations and warranties (other than the representations and warranties in the first sentence of Section 6.01(a) and the representations and warranties in Section 6.01(b) and the first three sentences of Section 6.01(c), as to which this exception shall not apply) (i) have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (provided that, solely for purposes of this exception, any representation or warranty in Section 6.01 that is qualified by materiality or Material Adverse Effect language shall be read as if such qualifier were not present), and (ii) are not reasonably likely to impair, individually or in the aggregate, the consummation of the transactions contemplated by this Agreement. The Company shall have performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it at or prior to the Effective Time. Buyer, LOL Subsidiary and Acquisition shall have received a certificate signed on behalf of the Company by an appropriate executive officer of the Company to the effects set forth in this Section 3.01(a) and in Section 3.01(d).

ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS. The representations and warranties of the Company contained in (a) Section 6.01 of this Agreement (except as otherwise provided in clause (b) below) shall be true and correct in all material respects as of the date of this Agreement, Agreement and immediately prior to the Effective Time with the same effect as if such representations and warranties had been made immediately prior to the Effective TimeTime (except for those representations and warranties that speak as of a specified time, which shall be true and correct as of such specified time), except to the extent that any and all inaccuracies in any such representations and warranties (other than the representations and warranties in the first sentence of Section 6.01(a) and the representations and warranties in Section 6.01(b) and the first three sentences of Section 6.01(c), as to which this exception shall not apply) (i) have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (provided that, solely for purposes of this exception, any representation or warranty in Section 6.01 that is qualified by materiality or Material Adverse Effect language shall be read as if such qualifier were not present)Effect, and (ii) are not reasonably likely to impair, individually or in the aggregate, the consummation of the transactions contemplated by this Agreement, and (b) the first sentence of Section 6.01(a) hereof, in Section 6.01(b) hereof and in the first three sentences of Section 6.01(c) hereof shall be true and correct in all material respects as of the date of this Agreement and immediately prior to the Effective Time with the same effect as if such representations and warranties had been made immediately prior to the Effective Time (except for those representations and warranties that speak as of a specified time, which shall be true and correct in all material respects as of such specified time). Notwithstanding the foregoing, solely for purposes of the exceptions set forth in clauses (a) and (b) above, any representation or warranty in Section 6.01 hereof that is qualified by materiality or Material Adverse Effect language shall be read as if such qualifier were not present. The Company shall have performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it at or prior to the Effective Time. Buyer, LOL Subsidiary Buyer and Acquisition shall have received a certificate signed on behalf of the Company by an appropriate executive officer of the Company to the effects set forth in this Section 3.01(a) and in Section Sections 3.01(d)) and 3.01(h) hereof.

ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS. The representations and warranties of the Company contained in Section 6.01 of this Agreement shall be true and correct in all material respects (i) as of the date of this Agreement, and (ii) immediately prior to the Effective Time with the same effect as if such representations and warranties had been made immediately prior to the Effective Time, except to the extent that any and all inaccuracies in any such representations and warranties (warranties, other than the representations and warranties those in the first sentence of Section 6.01(a) and the representations and warranties those in Section 6.01(b) and the first three sentences of Section 6.01(c), as that were true and correct on the date of this Agreement but were inaccurate immediately prior to which this exception shall not apply) (i) the Effective Time have not had had, and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (provided that, solely for purposes of this exceptionclause (ii), any representation or warranty in Section 6.01 that is qualified by materiality or Material Adverse Effect language shall be read solely for purposes of this Section 3.01(a)(ii) as if such qualifier language (other than the last sentence of Section 6.01(c)) were not present), and (ii) are not reasonably likely to impair, individually or in the aggregate, impair the consummation of the transactions contemplated by this Agreementhereby. The Company shall have performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it at or prior to the Effective Time. Buyer, LOL Subsidiary Buyer and Acquisition shall have received a certificate signed on behalf of the Company by an appropriate executive officer of the Company to the effects set forth in this Section 3.01(a) and in Section 3.01(dparagraph (a).

ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS. The representations and warranties of the Company YieldUP contained in Section 6.01 of this Agreement shall be true and correct in all material respects (i) as of the date of this Agreement, and (ii) immediately prior to the Effective Time with the same effect as if such representations and warranties had been made immediately prior to the Effective TimeTime (except for representations and warranties made as of a specified date, which shall be true and correct as of such date), except to the extent that any and all inaccuracies in any such representations and warranties (warranties, other than the representations and warranties those in the first sentence two sentences of Section 6.01(a) and the representations and warranties 3.01, those in Section 6.01(b) 3.02 and those in the first three sentences of Section 6.01(c)3.04, as that were true and correct on the date of this Agreement but were inaccurate immediately prior to which this exception shall not apply) (i) the Effective Time have not had had, and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on YieldUP (provided that, solely for purposes of this exceptionclause 39 45 (ii), any representation or and warranty in Section 6.01 Article III that is qualified by materiality or Material Adverse Effect language shall be read solely for purposes of this Section 7.02(a)(ii) as if such qualifier language were not present), and (ii) are not reasonably likely to impair, individually or in the aggregate, the consummation of the transactions contemplated by this Agreement. The Company YieldUP shall have performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it at or prior to the Effective Time. Buyer, LOL Subsidiary Parent and Acquisition Sub shall have received a certificate signed on behalf of YieldUP by the Company by an appropriate executive officer Chief Executive Officer and the Chief Financial Officer of the Company YieldUP to the effects set forth in this Section 3.01(a) and in Section 3.01(dparagraph (a).