Common use of Accuracy of Warranties and Performance of Covenants Clause in Contracts

Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the Company, as described in Section 3.29, that have been disapproved by the Buyer within five business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, except for failures to be true and correct resulting from omissions or actions taken with the Buyer's written consent; and the Company shall have performed in all material respects all of the covenants and agreements required to be performed by the Company on or prior to the Closing; provided, however, that if the Buyer is to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, the Buyer shall have given the Company written notice describing such representation, warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company shall have cured such noticed inaccuracy or non-performance within five business days after receipt of such notice and without any material adverse effect to the Buyer, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company Buyer contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the Company, as described in Section 3.29, that have been disapproved by the Buyer within five business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, Date except for failures to be true and correct resulting from omissions or actions taken with the BuyerCompany's written consent; and the Company Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by the Company Buyer on or prior to the Closing; provided, however, that if the Buyer Company is to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, then the Buyer Company shall have given the Company Buyer written notice describing such representation, warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company Buyer shall have cured such noticed inaccuracy or non-performance within five (5) business days after receipt of such notice and without any material adverse effect to the BuyerCompany, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company Sellers contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the CompanySellers, as described in Section 3.29, that have been disapproved by the Buyer within five (5) business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, except for failures to be true and correct resulting from omissions or actions taken with the Buyer's written consent; and the Company Sellers shall have performed in all material respects all of the covenants and agreements required to be performed by the Company Sellers on or prior to the Closing; provided, however, that if the Buyer is to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, the Buyer shall have given the Company Sellers written notice describing such representation, warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company Sellers shall have cured such noticed inaccuracy or non-performance within five (5) business days after receipt of such notice and without any material adverse effect to the Buyer, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company Buyer contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the Company, as described in Section 3.29, that have been disapproved by the Buyer within five business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, Date except for failures to be true and correct resulting from omissions or actions taken with the Buyer's Sellers' written consent; and the Company Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by the Company Buyer on or prior to the Closing; provided, however, that if the Buyer is Sellers are to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, then the Buyer Sellers shall have given the Company Buyer written notice describing such representation, warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company Buyer shall have cured such noticed inaccuracy or non-performance within five (5) business days after receipt of such notice and without any material adverse effect to the BuyerSellers, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the Company, as described in -37- 44 Section 3.29, that have been disapproved by the Buyer within five business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, except for failures to be true and correct resulting from omissions or actions taken with the Buyer's written consent; and the Company shall have performed in all material respects all of the covenants and agreements required to be performed by the Company on or prior to the Closing; provided, however, that if the Buyer is to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, the Buyer shall have given the Company written notice describing such representation, warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company shall have cured such noticed inaccuracy or non-performance within five business days after receipt of such notice and without any material adverse effect to the Buyer, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company Buyer contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the Company, as described in Section 3.29, that have been disapproved by the Buyer within five business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, Date except for failures to be true and correct resulting from omissions or actions taken with the BuyerCompany's written consent; and the Company Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by the Company Buyer on or prior to the Closing; provided, however, that if the Buyer Company is to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, then the Buyer Company shall have given the Company Buyer written notice describing such representation, warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company Buyer shall have cured such noticed inaccuracy or non-performance within five business days after receipt of such notice and without any material adverse effect to the BuyerCompany, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of the Company Buyer contained herein shall be true and correct in all material respects (without giving effect to any supplements or amendments to the Disclosure Schedules by the Company, as described in Section 3.29, that have been disapproved by the Buyer within five business days after receipt thereof by the Buyer) on and (except where they speak of a specific date) as of the Closing Date, Date except for failures to be true and correct resulting from omissions or actions taken with the BuyerCompany's written consent; and the Company Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by the Company Buyer on or prior to the Closing; provided, however, that if the Buyer Company is to claim that this condition has not been satisfied as to a particular representation, warranty, covenant or agreement, then the Buyer Company shall have given the Company Buyer written notice describing such representation, -38- 45 warranty, covenant or agreement and the respect in which the same is not true or correct or has not been performed, and if the Company Buyer shall have cured such noticed inaccuracy or non-performance within five business days after receipt of such notice and without any material adverse effect to the BuyerCompany, then this condition shall be deemed for all purposes to have been satisfied as to such representation, warranty, covenant or agreement.