Common use of Accuracy of Representations and Warranties of Seller Clause in Contracts

Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement and the other Transaction Documents (i) that are qualified as to “Seller Material Adverse Effect” shall be true, correct and accurate as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true, correct and accurate as of such date); and (ii) that are not qualified as to “Seller Material Adverse Effect” shall be accurate as of the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be accurate as of such date), except that any inaccuracies in such representations and warranties will be disregarded solely for purposes of this Section 7.3(a) (and not for any other purpose under this Agreement) if such inaccuracies, considered individually or in the aggregate, would not have a Seller Material Adverse Effect as of the Closing Date; and Purchaser shall have received a certificate dated as of the Closing Date signed by an authorized officer of Seller to such effect.

Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement (other than the Fundamental Representations of Seller) shall be true and the other Transaction Documents correct (i) that are qualified without giving effect to any limitation as to “Seller materiality” or “Material Adverse Effect” shall be true, correct set forth therein) both as of the date of this Agreement and accurate as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties by their terms speak are expressly made as of an earlier a specific date, in which case they such representations and warranties shall be true, so true and correct and accurate as of such specific date); ) other than for such failures to be true and correct (ii) that are not qualified without giving effect to any limitation as to “Seller materiality” or “Material Adverse Effect” set forth therein) that have not had, individually or in the aggregate, a Material Adverse Effect. The Fundamental Representations of Seller shall be accurate true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties by their terms speak are expressly made as of an earlier a specific date, in which case they shall be accurate as of such date), except that any inaccuracies in such representations and warranties will shall be disregarded solely for purposes of this Section 7.3(a) (so true and not for any other purpose under this Agreement) if such inaccuracies, considered individually or in the aggregate, would not have a Seller Material Adverse Effect correct as of the Closing Date; and Purchaser such specific date). Buyer shall have received a certificate dated as signed on behalf of the Closing Date signed Seller by an authorized officer of Seller to such effect.

Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in (i) Sections 4.4(a), 4.14 and 4.19 shall be true and correct in all material respects on the date of this Agreement and the other Transaction Documents (i) that are qualified as to “Seller Material Adverse Effect” shall be true, correct and accurate as of on the Closing Date as though made on the Closing Date (except to the extent such other than those representations and warranties by their terms which speak as of an earlier date, which representations and warranties shall have been true and correct in which case they shall be true, correct and accurate all material respects as of such earlier date); , and (ii) that all other sections of this Agreement shall be true and correct on the date of this Agreement and on the Closing Date as though made on the Closing Date (other than those representations and warranties which speak of an earlier date, which representations and warranties shall have been true and correct as of such earlier date), except in the case of clause (ii), for such failures to be true and correct which have not had and are not qualified as reasonably likely to have a Seller Material Adverse Effect (it being agreed that any “materiality,” “Seller Material Adverse Effect” shall be accurate as of the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be accurate as of such date), except that any inaccuracies other similar qualifications in such representations and warranties will shall be disregarded solely in determining any inaccuracies for purposes of this Section 7.3(a) (and not for any other purpose under this Agreement) if such inaccuracies, considered individually or in the aggregate, would not have a Seller Material Adverse Effect as of the Closing Date7.3(a)(ii)); and Purchaser shall have received a certificate dated as of the Closing Date signed by an authorized officer of Seller to such effect.