Common use of No Material Misrepresentation or Breach Clause in Contracts

No Material Misrepresentation or Breach. (a) There shall have been no material breach by Seller or the Majority Member in the performance of any of the covenants herein to be performed by it or him in whole or in part prior to the Closing, (b) the representations and warranties of Seller or the Majority Member contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified by materiality or material adverse effect shall be true and correct, in each case on the Closing Date, except in each case for representations or warranties made as of a specified date, which shall be so true and correct as of the specified date, and (c) Seller and the Majority Member shall have delivered to Purchaser and Parent a certificate certifying each of the foregoing, dated as of the Closing Date and signed by each of Seller and the Majority Member, as the case may be;

No Material Misrepresentation or Breach. (a) There shall have been no material breach by Seller either Purchaser or the Majority Member Parent in the performance of any of the covenants herein to be performed by it or him either of them in whole or in part prior to the Closing, (b) the representations and warranties of Seller or the Majority Member Parent and Purchaser contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified by materiality or material adverse effect (if any) shall be true and correct, in each case on the Closing Date, except in each case for representations or warranties made as of a specified date, which shall be so true and correct as of the specified date, and (c) an officer of each of Purchaser and Parent shall have delivered to Seller and the Majority Member shall have delivered to Purchaser and Parent a certificate certifying each of the foregoing, dated as of the Closing Date and signed by each one of Seller and the Majority Member, as the case may beits officers;

No Material Misrepresentation or Breach. (a) There shall have been no material breach by Seller either Purchaser or the Majority Member Parent in the performance of any of the covenants herein to be performed by it or him either of them in whole or in part prior to the Closing, (b) the representations and warranties of Seller or the Majority Member Parent and Purchaser contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified by materiality or material adverse effect (if any) shall be true and correct, in each case on the date hereof and as of the Closing Date as if made anew on the Closing Date, except in each case for representations or warranties made as of a specified date, which shall be so true and correct as of the specified date, and (c) an officer of each of Purchaser and Parent shall have delivered to Seller and the Majority Member shall have delivered to Purchaser and Parent a certificate certifying each of the foregoing, dated as of the Closing Date and signed by each one of Seller and the Majority Member, as the case may beits officers;

No Material Misrepresentation or Breach. (a) There shall have been no material breach by Seller or the Majority Member in the performance of any of the covenants herein to be performed by it or him in whole or in part prior to the Closing, (b) the representations and warranties of Seller or the Majority Member contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified by materiality or material adverse effect shall be true and correct, in each case on the date hereof and as of the Closing Date as if made anew on the Closing Date, except in each case for representations or warranties made as of a specified date, which shall be so true and correct as of the specified date, and (c) Seller and the Majority Member shall have delivered to Purchaser and Parent a certificate certifying each of the foregoing, dated as of the Closing Date and signed by each of Seller and the Majority Member, as the case may be;

No Material Misrepresentation or Breach. (a) There shall have been no material breach by Seller either Purchaser or the Majority Member Parent in the performance of any of the covenants herein to be performed by it or him either of them in whole or in part prior to the Closing, (b) the representations and warranties of Seller or the Majority Member Parent and Purchaser contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified by materiality or material adverse effect (if any) shall be true and correct, ; in each case on the date 29 hereof and as of the Closing Date as if made anew on the Closing Date, except in each case for representations or warranties made as of a specified date, which shall be so true and correct as of the specified date, and (c) an officer of each of Purchaser and Parent shall have delivered to Seller and the Majority Member shall have delivered to Purchaser and Parent a certificate certifying each of the foregoing, dated as of the Closing Date and signed by each one of Seller and the Majority Member, as the case may be;its officers: