Common use of Bringdown of Representations and Warranties; Covenants Clause in Contracts

Bringdown of Representations and Warranties; Covenants. Each of (i) the Seller’s Fundamental Representations shall be true and correct in all material respects, and (ii) the other representations and warranties of Seller and VION contained in Article IV of this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or shall be true and correct in all material respects (in the case of any representation or warranty not qualified by materiality, Material Adverse Effect or other similar materiality standard or qualification), in each case, on and as of the date of this Agreement and the Closing Date, with the same force and effect as though such representations and warranties had been made as of the Closing Date, except to the extent that any representation and warranty relates exclusively to an earlier date, in which case any such representation and warranty shall be so true and correct as of such earlier date; provided, however, that the condition set out in Section 8.1(a)(ii) shall be deemed to be satisfied unless the failure of any and all of the representations and warranties referred to therein to be so true and correct would, in the aggregate, have a Material Adverse Effect. Each of Seller and VION shall have performed all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing. There shall be delivered to Buyer a certificate of an executive officer of Seller dated the Closing Date to the effect that the conditions specified in this Section 8.1(a) have been satisfied.

Bringdown of Representations and Warranties; Covenants. Each of (i) the SellerBuyer’s Fundamental Representations shall be true and correct in all material respects, and (ii) the other representations and warranties of Seller and VION Buyer contained in Article IV V of this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or shall be true and correct in all material respects (in the case of any representation or warranty not qualified by materiality, Material Adverse Effect or other similar materiality standard or qualification), in each case, on and as of the date of this Agreement and the Closing Date, with the same force and effect as though such representations and warranties had been made as of the Closing Date, except to the extent that any representation and warranty relates exclusively to an earlier date, in which case any such representation and warranty shall be so true and correct as of such earlier date; provided, however, that the condition set out in Section 8.1(a)(ii8.2(a)(ii) shall be deemed to be satisfied unless the failure of any and all of the representations and warranties referred to therein to be so true and correct would, in the aggregate, have a Material Adverse Effect. Each of Seller and VION Buyer shall have performed all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing. There shall be delivered to Buyer Seller a certificate of an executive officer of Seller Buyer dated the Closing Date to the effect that the conditions specified in this Section 8.1(a8.2(a) have been satisfied.

Bringdown of Representations and Warranties; Covenants. Each of (i) the Seller’s representations and warranties of Sellers and the Company contained in this Agreement other than the Fundamental Representations Representations, in each case, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect shall be true and correct in all material respects, and (ii) the other representations and warranties of Seller and VION contained in Article IV of this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or shall be true and correct in all material respects (in the case of any representation or warranty not qualified by materiality, Material Adverse Effect or other similar materiality standard or qualification), in each case, on and as of the date of this Agreement and the Closing Date, with the same force on and effect as though such representations and warranties had been made as of the Closing Date, Date (except to the extent that any such representation and warranty relates exclusively to an earlier date, in which case any such representation and warranty shall be so true and correct as of such earlier date; provided), however, that the condition set out in Section 8.1(a)(ii) shall be deemed to be satisfied unless except where the failure of any and all of the such representations and warranties referred to therein to be so true and correct wouldcorrect, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Each The Fundamental Representations made by the Company and the Sellers shall be true and correct in all respects (other than de minimis exceptions) as of Seller the date of this Agreement and VION at and as of the Closing Date (except to the extent that any such representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date). Sellers and the Company shall have performed in all material respects all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by it them at or before the Closing. There shall be delivered to Buyer a certificate of an executive officer of Seller dated the Closing Date to the effect that the conditions specified in this Section 8.1(a) have been satisfied.