Common use of Company Representation and Warranties Clause in Contracts

Company Representation and Warranties. The representations and warranties of the Company set forth in this Agreement are true and correct in all respects, without regard to any materiality qualifications contained in them, as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a material adverse effect on the business, affairs, operations, financial performance, results of operations or financial condition of the Company, and all of the Parties other than the Company shall have received a certificate of the Company addressed to all of the Parties other than the Company and dated the Effective Date, signed on behalf of the Company by two senior executive officers of the Company (on the Company’s behalf and without personal liability), confirming the same as of the Effective Date.