Common use of Compliance with Representations, Warranties and Agreements Clause in Contracts

Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller in this Agreement or in any Schedule delivered to Buyer in connection with this Agreement (considered both individually and collectively) shall be true and correct in all material respects both as of the date of this Agreement and as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, with respect to representations and warranties which are qualified by their terms by a reference to “material,” “materially,” “in all material respects,” “Material Adverse Effect” or the like, such representations and warranties as so qualified made by Seller in this Agreement or in any Schedule delivered to Buyer pursuant to this Agreement (considered both individually and collectively) shall be true and correct in all respects. Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Seller before or at the Closing.

Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller Buyer in this Agreement or in any Schedule delivered to Buyer Seller in connection with this Agreement (considered both individually and collectively) shall be true and correct in all material respects both as of the date of this Agreement and as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, with respect to representations and warranties which are qualified by their terms by a reference to “material,” “materially,” “in all material respects,” “Material Adverse Effect” or the like, such representations and warranties as so qualified made by Seller Buyer in this Agreement or in any Schedule delivered to Buyer Seller pursuant to this Agreement (considered both individually and collectively) shall be true and correct in all respects. Seller Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Seller Buyer before or at the Closing.