Common use of No Misrepresentation or Breach of Covenants and Warranties Clause in Contracts

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities shall have delivered to Buyer certificates, dated as of the Closing Date, signed on behalf of each ACME Entity by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfied.

No Misrepresentation or Breach of Covenants and Warranties. (a) There Seller shall have been no performed in all material breach by any ACME Entity in the performance of any respects all of its respective covenants and agreements contained hereinherein which are to be performed prior to Closing. (b) Each of the The representations and warranties of Seller contained in (i) Section 5.2(b) shall be true and correct in all but de minimis respects on the ACME Entities contained or referred Closing Date as though made on the Closing Date (except to herein the extent that is not qualified as they expressly relate to materiality or Material Adverse Effect an earlier date) and (ii) all other Seller Fundamental Representations shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date or timerelate to an earlier date), and each of the . (c) The representations and warranties of the ACME Entities Seller contained in this Agreement (other than representations and warranties identified in clause (b) above) when read without exception or referred to herein that is qualified qualification as to materiality “material” or Material Adverse Effect Effect, shall be true and correct in all respects on the Closing Date as though made on the Closing DateDate (except to the extent that they expressly relate to an earlier date) other than breaches or inaccuracies of representations and warranties which would not, except individually or in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented the aggregate, reasonably be expected to result in writing by Buyera Material Adverse Effect. (cd) The ACME Entities There shall have been delivered to Buyer certificatesa certificate to the effect of clauses (a) through (c) of this Section 9.1, dated as of the Closing Date, signed on behalf of each ACME Entity Seller by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfieda duly authorized officer of Seller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall not have been no any material breach by any ACME Entity Buyer or Guarantor in the performance of any of its respective covenants and agreements contained hereinherein that has not been remedied or cured. (b) Each of the representations and warranties of the ACME Entities Buyer contained or referred to herein that is not qualified as to materiality or Material Adverse Effect in this Agreement shall be true and correct on the Closing Date shall have been true and correct as of the date hereof (except to the extent that such representations and warranties expressly relate to an earlier date, in all material respects which case they shall have been true and correct as of such earlier date) and shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they such representations and warranties expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only shall have been true and correct in all material respects as of such specified date or timeearlier date), and except, in each of the representations and warranties of the ACME Entities contained or referred case hereunder, where such failure to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct (in all respects each case hereunder, without giving effect to any limitation or qualification in such representation or warranty as to "materiality" (including the word "material")), would not, and would not reasonably be expected to, have, individually or in the aggregate, a material adverse effect on Buyer's ability to consummate the Closing Date as though made on the Closing Date, except in transactions contemplated hereby or by any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerSeller Ancillary Agreement. (c) The ACME Entities There shall have been delivered to Buyer certificatesSeller one or more certificate as to the satisfaction of the conditions described in Sections 9.1(a) and 9.1(b), dated as of the Closing Date, signed on behalf by a duly authorized officer of each ACME Entity by its respective President or any Vice President, certifying that the conditions described in subsections (a) Buyer and (b) above have been satisfiedGuarantor.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity Sellers in the performance of any of its respective their covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date or time), and ; each of the representations and warranties of the ACME Entities Sellers contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. Buyer or any transaction permitted by this Agreement or (cB) The ACME Entities those breaches or inaccuracies that could not reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to Buyer certificatesa certificate to such effect, dated as of the Closing Date, signed on behalf by the Chief Executive Officer of each ACME Entity TEP. To the extent that at the Closing Sellers deliver to Buyer a written notice specifying in reasonable detail the breach by its respective President Sellers of any of the representations or warranties of Sellers contained herein, and nevertheless Buyer proceeds with the Closing, Buyer shall be deemed to have waived any Vice President, certifying that rights or remedies it may have against Sellers by reason of the conditions breach of any such representations or warranties to the extent described in subsections (a) and (b) above have been satisfiedsuch notice.

No Misrepresentation or Breach of Covenants and Warranties. (ai) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (bA) Each of the representations and warranties of the ACME Entities Seller contained or referred to herein that is not qualified as to materiality or in Section 3.31 (other than Section 3.31(h) and disregarding for purposes of this Section 13.7(a)(i) any qualifications based on “material”, “Material Adverse Effect Effect” or similar words of import contained in such representations or warranties) shall be true and correct in all material respects on the RDA Closing Date as though made on the RDA Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been shall be true and correct in all material respects as of such specified date or timeearlier date), except (I) for changes therein specifically permitted by this Agreement, (II) resulting from any action or inaction expressly consented to in writing by the Buyer or any transaction permitted by Section 5.3 or 13.5, or (III) where the failure to be so true and each of correct does not and would not reasonably be expected to have, individually or together with all other such failures, a RDA Material Adverse Effect and (B) the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect in Section 3.31(h) shall be true and correct in all respects on (except for such inaccuracies as are de minimis in the Closing Date aggregate) as though if made on the RDA Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (cii) The ACME Entities Seller and PWPG shall have performed all covenants and agreements required to be performed by it at or prior to the RDA Closing Date in all material respects. (iii) There shall have been delivered to the Buyer certificatesa certificate to the effect of each of the foregoing matters set out in this Section 13.7(a), dated as of the RDA Closing Date, signed on behalf of each ACME Entity the Seller by its respective President or any Vice President, certifying that a duly authorized officer of the conditions described in subsections (a) and (b) above have been satisfiedSeller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity the Company or the Representative in the performance of any of its their respective covenants and agreements contained herein. (b) Each ; each of the representations and warranties of the ACME Entities Company and the Representative contained or referred to herein that is not qualified as to materiality or Material Adverse Effect in the Representative Agreement shall be true and correct in all material respects on at the Closing Date Effective Time as though made on at the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing DateEffective Time, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities Parent and Acquisition or any transaction permitted by Section 7.6, it being understood and agreed that for purposes of this Section 9.1(a), any breach of any such warranty or any inaccuracy of any such representation shall be deemed not to be material if the same has not resulted in and is not reasonably expected to result in any Loss or Expense in an amount in excess of $50,000, individually, or in excess of $250,000, in the aggregate; and there shall have been delivered to Buyer certificatesParent and Acquisition a certificate or certificates to such effect, dated as of the Closing Effective Date, signed on behalf of each ACME Entity the Company by its respective President or any Vice President, certifying that Chief Executive Officer and its Chief Financial Officer and by the conditions described in subsections (a) and Representative. (b) above There shall have been satisfiedno material breach by any Supporting Shareholder in the performance of any of its covenants and agreements contained in the applicable Shareholder Support Agreement; none of the representations or warranties of such Supporting Shareholder contained or referred to in the applicable Shareholder Support Agreement shall be untrue or incorrect in any respect at the Effective Time, and such representations and warranties shall be true and correct as though made at the Effective Time; and there shall have been delivered to Parent and Acquisition a certificate or certificates to such effect, dated the Effective Date, signed by such Supporting Shareholder.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall not have been no material breach any failure by any ACME Entity Buyer in the performance of any of its respective covenants and agreements contained hereinherein that shall not have been remedied or cured, other than failures to perform that are not, in the aggregate, material. (b) Each The Buyer Fundamental Representations contained in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date, except to the extent that they expressly relate to an earlier date, in which case such representations and warranties need only be true and correct in all material respects as of the such date. (c) The representations and warranties of Buyer contained in this Agreement (other than the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect Buyer Fundamental Representations) shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they such representations and warranties need only have been be true and correct in all material respects as of such specified date or timedate); provided, however, that the conditions set forth in this Section 8.1(c), and each of the with respect to all representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect stated therein shall be true deemed satisfied unless the effect of all such failures of such representations and correct in all respects warranties to be true, complete and correct, taken together, has not had a materially adverse effect on the Closing Date as though made on Buyer Parties’ ability to consummate the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerTransactions. (d) There shall have been delivered to Seller a certificate certifying as to the satisfaction of the conditions in clauses (a), (b) and (c) The ACME Entities shall have delivered to Buyer certificatesabove, dated as of the Closing Date, signed on behalf of each ACME Entity Buyer by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfieda duly authorized officer of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity the Company or the Shareholder Representative in the performance of any of its their respective covenants and agreements contained herein. (b) Each ; none of the representations and or warranties of the ACME Entities Company or the Shareholder Representative contained or referred to herein that is not qualified as to materiality shall be untrue or Material Adverse Effect incorrect in any respect at the Effective Time and such representations and warranties shall be true and correct in all material respects on the Closing Date as though made on at the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing DateEffective Time, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities Parent and Mergerco or any transaction permitted by SECTION 7.6; and there shall have been delivered to Buyer certificatesParent and Mergerco a certificate or certificates to such effect, dated as of the Closing Date, Effective Date and signed on behalf of each ACME Entity the Company by its respective the President or any Vice President, certifying that President of the conditions described in subsections (a) Company and by the Shareholder Representative. (b) above There shall have been satisfiedno material breach by any Significant Shareholder in the performance of any of its covenants and agreements contained in the applicable Voting Agreement; none of the representations or warranties of such Significant Shareholder contained or referred to in the applicable Voting Agreement shall be untrue or incorrect in any respect at the Effective Time and such representations and warranties shall be true and correct as though made at the Effective Time; and there shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Effective Date and signed on by such Significant Shareholder.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall not have been no any material breach by any ACME Entity Seller in the performance of any of its respective covenants and agreements contained herein. (b) Each herein which shall not have been remedied or cured; each of the representations and warranties of Seller contained in this Agreement other than those contained in the ACME Entities Fundamental Representations, disregarding all qualifications and exceptions contained or referred therein relating to herein that is not qualified as to materiality or materiality, Material Adverse Effect or similar standard or qualifications, shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Datethat date), except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. Buyer or any transaction permitted by this Agreement and other than breaches of representations and warranties which, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect; each of the representations and warranties of Seller contained in the Fundamental Representations, disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or similar standard or qualifications, shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (c) The ACME Entities except to the extent that they expressly relate to an earlier date, which shall be true and correct on that date); and there shall have been delivered to Buyer certificatesa certificate to such effect, dated as of the Closing Date, signed on behalf by a duly authorized officer of each ACME Entity by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfiedSeller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (bi) Each of the representations and warranties of the ACME Entities Seller contained or referred in this Agreement relating to herein that is not qualified as to materiality or the Companies and the Business (other than Section 3.4 and disregarding for purposes of this Section 7.1(a) any qualifications based on “material”, “Material Adverse Effect Effect” or similar words of import contained in such representations or warranties) shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been shall be true and correct in all material respects as of such specified date or timeearlier date), except (1) for changes therein specifically permitted by this Agreement, (2) resulting from any action or inaction expressly consented to in writing by the Buyer or any transaction permitted by Section 5.3, or (3) where the failure to be so true and each of correct does not and would not reasonably be expected to have, individually or together with all other such failures, a Material Adverse Effect and (ii) the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect in Section 3.4 shall be true and correct in all respects on (except for such inaccuracies as are de minimis in the Closing Date aggregate) as though if made on the Closing Date; provided, except however, for the purposes of this Section 7.1, unless otherwise explicitly stated, references in any case for changes therein specifically permitted representations or warranties to “Transaction” shall mean a Rocketdyne Transaction. (b) Each member of the Company Group shall have performed all covenants and agreements required to be performed by it at or prior to the Closing Date under this Agreement or resulting from any transaction expressly consented to in writing by Buyerall material respects. (c) The ACME Entities There shall have been delivered to the Buyer certificatesa certificate to the effect of each of the foregoing matters set out in this Section 7.1, dated as of the Closing Date, signed on behalf of each ACME Entity the Seller by its respective President or any Vice President, certifying that a duly authorized officer of the conditions described in subsections (a) and (b) above have been satisfiedSeller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall not have been no material breach any failure by any ACME Entity Seller in the performance of any of its respective covenants and agreements contained hereinherein that shall not have been remedied or cured, other than failures to perform that are not, in the aggregate, material. (b) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect The Seller Fundamental Representations shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all but de minimis respects on the Closing Date as though made on the Closing Date, except to the extent that they expressly relate to an earlier date, in any which case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to such representations and warranties need only be true and correct in writing by Buyerall but de minimis respects as of such date. (c) The ACME Entities representations and warranties of Seller contained in this Agreement, Article VI of the MSR Purchase Agreement and Section 6.01 of the Mortgage Loan Purchase Agreement (other than the Seller Fundamental Representations) shall have delivered to Buyer certificatesbe true and correct in all respects (without taking into account any “material”, dated “Material Adverse Effect” or similar qualifiers) on the Closing Date as of though made on the Closing Date, signed on behalf except to the extent that they expressly relate to an earlier date, in which case such representations and warranties need only be true and correct in all material respects as of each ACME Entity by its respective President or any Vice Presidentsuch date; provided, certifying however, that the conditions described set forth in subsections (a) this Section 7.1(c), with respect to all representations and (b) above have been satisfiedwarranties stated therein shall be deemed satisfied unless the effect of all such failures of such representations and warranties to be true, complete and correct, taken together, has had a Material Adverse Effect.

No Misrepresentation or Breach of Covenants and Warranties. (a) There Each of the covenants and agreements of Buyer set forth in this Agreement to be performed on or prior to the Closing shall have been no performed in all material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained hereinrespects. (b) (i) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect Buyer Specified Warranties shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date as though made on the Closing Date (except to the extent for such representations and warranties that they expressly speak are made as of a specific date or time other than the Closing Datedate, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct with the same force and effect as though made on and as of such date); and (ii) each of the other representations and warranties of Buyer in Article VI shall be true and correct (without regard to any references to “material” or “Material Adverse Effect” or any other materiality qualifier or reference) in all respects on and as of the date of this Agreement and on and as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall be true and correct with the same force and effect as though made on the Closing Dateand as of such date), except where the failures of such representations and warranties referenced in any case for changes therein specifically permitted by this Agreement clause (ii) to be true and correct, taken together, have not had, and are not reasonably expected to have, individually or resulting from any transaction expressly consented in the aggregate, a Material Adverse Effect with respect to in writing by Buyer. (c) The ACME Entities Buyer shall have delivered to Buyer certificatesSeller a certificate, dated as of the Closing Date, Date and signed on behalf of each ACME Entity Buyer by its respective President or any Vice Presidenta duly authorized officer, certifying that the satisfaction of the conditions described in subsections (aSection 10.1(a) and Section 10.1(b) (b) above have been satisfiedwhich certificate shall not impose any personal liability on such officer).

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the The representations and warranties of the ACME Entities Seller contained or referred to herein that is not in this Agreement which are qualified as to materiality or “Material Adverse Effect Effect” shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made at and as of the Closing (except for representations and warranties expressly stated to relate to a specific date, in which case such representation and warranties shall be true and correct as of such earlier date) and all other representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date (except for representations and warranties expressly stated to the extent that they expressly speak as of relate to a specific date or time other than the Closing Datedate, in which case they need only have been such representations and warranties shall be true and correct in all material respects as of such specified date earlier date); provided that this condition shall be deemed to be satisfied unless any failure of any such representation or time), and each of the representations and warranties of the ACME Entities contained or referred warranty to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct would reasonably be expected to have a Material Adverse Effect, either alone or when taken in the aggregate with other breaches of any such representations and warranties. Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller on the Closing Date as though made on or before the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities . Seller shall have delivered deliver to Buyer certificates, a certificate dated as of the Closing Date, signed on behalf by an authorized officer of each ACME Entity by its respective President or any Vice PresidentSeller, certifying that its fulfillment of the conditions described set forth in subsections (a) and (b) above have been satisfiedthis Section 7.1.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall not have been no any material breach by any ACME Entity Buyer or Guarantor in the performance of any of its respective covenants and agreements contained hereinherein that has not been remedied or cured. (b) Each of the representations and warranties of the ACME Entities Buyer contained or referred to herein that is not qualified as to materiality or Material Adverse Effect in this Agreement shall be true and correct on the Closing Date shall have been true and correct as of the date hereof (except to the extent that such representations and warranties expressly relate to an earlier date, in all material respects which case they shall have been true and correct as of such earlier date) and shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they such representations and warranties expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only shall have been true and correct in all material respects as of such specified date or timeearlier date), and except, in each of the representations and warranties of the ACME Entities contained or referred case hereunder, where such failure to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct (in all respects each case hereunder, without giving effect to any limitation or qualification in such representation or warranty as to “materiality” (including the word “material”)), would not, and would not reasonably be expected to, have, individually or in the aggregate, a material adverse effect on Buyer’s ability to consummate the Closing Date as though made on the Closing Date, except in transactions contemplated hereby or by any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerSeller Ancillary Agreement. (c) The ACME Entities There shall have been delivered to Buyer certificatesSeller one or more certificate as to the satisfaction of the conditions described in Sections 9.1(a) and 9.1(b), dated as of the Closing Date, signed on behalf by a duly authorized officer of each ACME Entity by its respective President or any Vice President, certifying that the conditions described in subsections (a) Buyer and (b) above have been satisfiedGuarantor.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity the Company in the performance of any of its respective covenants and agreements contained herein. (b) . Each of the representations and warranties of the ACME Entities Company contained or referred to herein shall be true and correct in all respects at the Effective Time as though made at the Effective Time (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty shall have been true and correct on that date, and except that if such representation and warranty is not qualified as to materiality or by “materiality”, “in all material respects”, “Material Adverse Effect Effect” or other similar qualifications, such representation or warranty shall be true and correct in all respects), except for inaccuracies in such representations and warranties that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to Parent and AcquisitionCo a certificate to such effect, dated the Effective Date, signed on behalf of the Company by the Chief Executive Officer or any Senior Vice President of the Company, who is a duly appointed and duly authorized officer of the Company. (b) There shall have been no material breach by the Representative in the performance of any of its covenants and agreements contained herein. Each of the representations and warranties of the Representative contained herein shall be true and correct in all material respects on at the Closing Date Effective Time as though made on at the Closing Date Effective Time (except to the extent that they expressly speak as of a specific date any such representation or time other than the Closing Datewarranty relates to an earlier date, in which case they need only case, such representation or warranty shall have been true and correct on that date, and except that if such representation or warranty is qualified by “materiality”, “in all material respects as of respects” or other similar qualifications, such specified date representation or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect warranty shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities respects); and there shall have been delivered to Buyer certificatesParent and AcquisitionCo a certificate to such effect, dated as of the Closing Effective Date, signed on behalf by a duly authorized officer of each ACME Entity by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfiedRepresentative.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities Buyer contained or referred to herein that is not qualified as to materiality or in this Agreement (other than Section 4.6 and disregarding for purposes of this Section 8.1(a) any qualifications based on “material,” “Material Adverse Effect Effect” or similar words of import contained in such representations or warranties) shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been shall be true and correct in all material respects as of such specified date or timeearlier date), except (a) for changes therein specifically permitted by this Agreement, (b) resulting from any action or inaction expressly consented to in writing by the Seller or (c) where the failure to be so true and each of correct does not and would not reasonably be expected to have, individually or together with all other such failures, a material adverse effect on the representations Buyer’s ability to consummate the transactions contemplated by, or perform its obligations under, this Agreement or any Buyer Transaction Agreement, and warranties of the ACME Entities representation and warranty contained or referred to herein that is qualified as to materiality or Material Adverse Effect in Section 4.6 shall be true and correct in all respects on the Closing Date as though if made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities . There shall have been delivered to Buyer certificatesthe Seller a certificate to the effect of each of the foregoing, dated as of the Closing Date, signed on behalf of each ACME Entity the Buyer by its respective President or any Vice President, certifying that a duly authorized officer of the conditions described in subsections (a) and Buyer. (b) above The Buyer shall have performed all covenants and agreements required to be performed by it at or prior to the Closing Date under this Agreement in all material respects. (c) There shall have been satisfieddelivered to the Seller a certificate to the effect of each of the foregoing matters set out in this Section 8.1, dated the Closing Date, signed on behalf of the Buyer by a duly authorized officer of the Buyer.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities Buyer contained or referred to herein that is not qualified as to materiality or in this Agreement (other than Section 4.6 and disregarding for purposes of this Section 8.1(a) any qualifications based on “material,” “Material Adverse Effect Effect” or similar words of import contained in such representations or warranties) shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been shall be true and correct in all material respects as of such specified date or timeearlier date), except (a) for changes therein specifically permitted by this Agreement, (b) resulting from any action or inaction expressly consented to in writing by the Seller or (c) where the failure to be so true and each of correct does not and would not reasonably be expected to have, individually or together with all other such failures, a material adverse effect on the representations Buyer’s ability to consummate the transactions contemplated by, or perform its obligations under, this Agreement or any Buyer Transaction Agreement, and warranties of the ACME Entities representation and warranty contained or referred to herein that is qualified as to materiality or Material Adverse Effect in Section 4.6 shall be true and correct in all respects on the Closing Date as though if made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities . There shall have been delivered to Buyer certificatesthe Seller a certificate to the effect of each of the foregoing, dated as of the Closing Date, signed on behalf of each ACME Entity the Buyer by its respective President or any Vice President, certifying that a duly authorized officer of the conditions described in subsections (a) and Buyer. (b) above The Buyer shall have performed all covenants and agreements required to be performed by it under this Agreement in all material respects at or prior to the Closing Date. (c) There shall have been satisfieddelivered to the Seller a certificate to the effect of each of the foregoing matters set out in this Section 8.1, dated the Closing Date, signed on behalf of the Buyer by a duly authorized officer of the Buyer.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the The representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect Seller made in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date respects, both (except to the extent that they expressly speak i) as of a specific the date or time other than the Closing Date, in which case they need only have been true hereof and correct in all material respects as of such specified date or time), (ii) on and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities shall have delivered to Buyer certificates, dated as of the Closing Date, signed as though made on behalf such date, (x) except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of each ACME Entity such specific date, (y) except as specifically contemplated by its respective President or any Vice President, certifying that the conditions described in subsections (a) this Agreement and (bz) above except to the extent any breaches of such representations and warranties, read without giving effect to the words "material," "materially," "Material Adverse Effect" or words of similar import, would not be reasonably likely in the aggregate to have a Material Adverse Effect. Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date; there shall not have been satisfiedany Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach of covenants by any ACME Entity MergerCo, Holdings or the Company in the performance of any of its respective their covenants and agreements contained herein. (b) Each ; each of the representations and warranties of MergerCo, Holdings and the ACME Entities Company contained or referred to herein that is not qualified as to materiality or Material Adverse Effect in this Agreement and of MergerCo contained in the Merger Agreement shall be true and correct in all material respects on as of the Closing Date as though made on as of the Closing Date Date, except for (except to the extent i) representations and warranties that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been be true and correct in all material respects as of such specified date or time, (ii) representations and warranties which are not qualified by Material Adverse Effect or otherwise by material adversity (which need be true and correct except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the following clause (iii)) would not have a Material Adverse Effect), (iii) representations and each of warranties which are qualified by Material Adverse Effect or otherwise by material adversity shall also be true and correct without regard to such qualification except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the preceding clause (ii)) would not have a Material Adverse Effect, (iv) the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect set forth in Section 4.2 shall be true and correct in all respects on the Closing Date as though made on the Closing Datecorrect, except in any case for and (v) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities and the Merger Agreement and there shall have been delivered to Buyer certificatesthe Trustee a certificate to such effect, dated as of the Closing Date, and signed on behalf of each ACME Entity by its respective the President or any Vice Presidentother senior executive officer of Merger Co., certifying that Holdings and the conditions described in subsections (a) and (b) above have been satisfiedCompany.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities Seller contained or referred to herein that is not qualified as to materiality or in this Agreement (other than Section 3.4 and disregarding for purposes of this Section 7.1(a) any qualifications based on “material”, “Material Adverse Effect Effect” or similar words of import contained in such representations or warranties) shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been shall be true and correct in all material respects as of such specified date or timeearlier date), except (i) for changes therein specifically permitted by this Agreement, (ii) resulting from any action or inaction expressly consented to in writing by the Buyer or any transaction permitted by Section 5.3, or (iii) where the failure to be so true and each of the correct does not and would not reasonably be expected to have, individually or together with all other such failures, a Material Adverse Effect. The representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect in Section 3.4 shall be true and correct in all respects on (except for such inaccuracies as are de minimis in the Closing Date aggregate) as though if made on the Closing Date, except in any case for changes therein specifically permitted . (b) Each member of the Company Group shall have performed all covenants and agreements required to be performed by it under this Agreement in all material respects at or resulting from any transaction expressly consented prior to in writing by Buyerthe Closing Date. (c) The ACME Entities There shall have been delivered to the Buyer certificatesa certificate to the effect of each of the foregoing matters set out in this Section 7.1, dated as of the Closing Date, signed on behalf of each ACME Entity the Seller by its respective President or any Vice President, certifying that a duly authorized officer of the conditions described in subsections (a) and (b) above have been satisfiedSeller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity Seller in the performance of any of its respective covenants and agreements contained herein. ; each of (bi) Each of the representations and warranties of Seller contained in Sections 3.1(a) — (d) (Organization and Authority), Section 3.2 (Capital Structure) and Section 3.25 (No Finder) of this Agreement, as qualified by the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect Seller Disclosure Schedule, shall be true and correct in all material respects on at the Closing Date as though made on at the Closing Date and (ii) the remaining representations and warranties of Seller contained in Article III of this Agreement, as qualified by the Seller Disclosure Schedule, shall be true and correct at the Closing as though made at the Closing, without regard to qualifications by “material”, “materiality”, “materially”, “in all material respects”, “Material Adverse Change”, “Material Adverse Effect” or other similar qualifications (except to the extent that they any such representation or warranty expressly speak as of a specific date or time other than the Closing Daterelates to an earlier date, in which case they need only case, such representation or warranty shall have been true and correct in all material respects as on that date), except for (A) with respect to clause (ii), those failures of such specified date or time), and each of the representations and warranties of to be so true and correct that, individually or in the ACME Entities contained or referred aggregate, have not had and would not reasonably be expected to herein that is qualified as to materiality or have a Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for Company and (B) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities ; and there shall have been delivered to Buyer certificatesa certificate to such effect, dated as of the Closing Date, signed on behalf of each ACME Entity Seller by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfiedmanager of Seller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect shall set forth in Article VI hereof will be true and correct in all material respects on at and as of the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement, except to the extent that such representations and warranties are qualified by terms such as though made on "material" or "Material Adverse Effect," in which case each of such representations and warranties shall be true and correct in all respects as of the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been will be true and correct in all material respects as of such specified date or timedate), and in each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, case except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or expressly permitted by this Agreement and other than breaches of particular representations and warranties which, individually or in the aggregate, are not material to the Buyer. (c) The ACME Entities , the transactions contemplated by this Agreement or Sellers' reasonable expectations in connection herewith or therewith). Sellers shall have delivered performed and complied with all of their covenants hereunder in all material respects through the Closing, except to Buyer certificates, dated the that such covenants are qualified by terms such as "material" or "Material Adverse Effect," in which case Sellers shall have performed and complied with all such covenants in all respects as of the Closing Date, . There shall have been delivered to the Sellers a certificate to the effect that each of the conditions in the preceding two sentences is fully satisfied and such certificate shall be dated the Closing Date and signed on behalf of each ACME Entity Buyer by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfieda duly authorized officer of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect shall set forth in Article V hereof will be true and correct in all material respects on at and as of the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement, except to the extent that such representations and warranties are qualified by terms such as though made on "material" or "Material Adverse Effect," in which case each of such representations and warranties shall be true and correct in all respects as of the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been will be true and correct in all material respects as of such specified date or timedate), and in each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, case except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities Buyer or expressly permitted by this Agreement and other than breaches of particular representations and warranties which, individually or in the aggregate are not material to the Companies or the transactions contemplated by this Agreement. Sellers shall have delivered performed and complied with all of their covenants hereunder in all material respects through the Closing, except to Buyer certificates, dated the extent that such covenants are qualified by terms such as "material" or "Material Adverse Effect," in which case Sellers shall have performed and complied with all such covenants in all respects as of the Closing Date, . There shall have been delivered to Buyer a certificate to the effect that each of the conditions in the preceding two sentences is fully satisfied and such certificate shall be dated the Closing Date and signed on behalf of the Sellers by a duly authorized officer of each ACME Entity by its respective President or any Vice President, certifying that of the conditions described in subsections (a) and (b) above have been satisfiedSellers.

No Misrepresentation or Breach of Covenants and Warranties. (a) (i) There shall have been no material breach by any ACME Entity Holdings or the Company in the performance of any of its respective covenants their covenants, agreements and agreements contained obligations herein. ; (bii) Each of the representations and warranties of set forth in Sections 3.1, 3.2, 3.4(a), 3.5(c) and 3.5(d)(as Section 3.5(d) relates to the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect Company Financial Statements) shall be true and correct in all material respects on the Closing Date date hereof and as though made on of the Closing Date (except to the extent for such statements therein that they expressly speak address matters only as of a specific date or time other than the Closing Date, in which case they need only have been shall be true and correct in all material respects as of such specified date or timespecific date), ; and each (iii) none of the other representations and warranties of the ACME Entities contained or referred in Article III hereof shall fail to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the date hereof or on the Closing Date as though made on the Closing Date, except for (A) representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct, subject to clause (B) or (C) hereof as applicable, as of such date or time), (B) representations and warranties which are not qualified by Material Adverse Effect or otherwise by material adversity (which need be true and correct except for such inaccuracies as in any case the aggregate (together with the inaccuracies referred to in the following clause (C)) as would not have a Material Adverse Effect, (C) representations and warranties which are qualified by Material Adverse Effect or otherwise by material adversity (which need be true and correct without regard to such qualification except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the preceding clause (B)) as would not have a Material Adverse Effect), and (D) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerPurchaser. (ci) The ACME Entities There shall have delivered to Buyer certificatesbeen no material breach by the Sellers in the performance of any of their covenants, dated agreements and obligations herein; (ii) the representations and warranties set forth in Section 4.1(a) and (b) shall be true and correct on and as of the Closing Date, signed on behalf of each ACME Entity by its respective President or any Vice President, certifying that the conditions described in subsections (a) ; and (biii) above have been satisfiednone of the other representations and warranties of Sellers contained in Article IV shall fail to be true and correct in any material respect on the date hereof and on the Closing Date.

No Misrepresentation or Breach of Covenants and Warranties. (ai) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (bA) Each of the representations and warranties of the ACME Entities Buyer contained or referred to herein that is not qualified as to materiality or in this Agreement (other than Sections 4.6 and 4.10 and disregarding for purposes of this Section 13.8(a)(i) any qualifications based on “material,” “Material Adverse Effect Effect” or similar words of import contained in such representations or warranties) shall be true and correct in all material respects on the RDA Closing Date as though made on the RDA Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been shall be true and correct in all material respects as of such specified date or timeearlier date), except (I) for changes therein specifically permitted by this Agreement, (II) resulting from any action or inaction expressly consented to in writing by the Seller or (III) where the failure to be so true and each of correct does not and would not reasonably be expected to have, individually or together with all other such failures, a material adverse effect on the representations Buyer’s ability to consummate the transactions contemplated by, or perform its obligations under, this Agreement or any Buyer Transaction Agreement, and warranties of (B) the ACME Entities representation and warranty contained or referred to herein that is qualified as to materiality or Material Adverse Effect in Section 4.6 shall be true and correct in all respects on the Closing Date as though if made on the RDA Closing Date; provided, except however, for the purposes of this Section 13.8(a)(i), unless otherwise explicitly stated, references in any case for changes therein specifically permitted representations or warranties to (y) “Buyer Transaction Agreements” shall mean all agreements, instruments and documents, including this Agreement, being or to be executed and delivered by the Buyer under this Agreement or resulting from any transaction expressly consented to in writing by Buyer. connection with the RDA Transactions and (cz) The ACME Entities “Transaction” shall mean a RDA Transaction. There shall have been delivered to Buyer certificatesthe Seller a certificate to the effect of each of the foregoing, dated as of the RDA Closing Date, signed on behalf of each ACME Entity the Buyer by its respective President or any Vice President, certifying that a duly authorized officer of the conditions described in subsections (a) and (b) above have been satisfiedBuyer.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity Buyer in the performance of any of its respective covenants and agreements contained herein. ; each of (bi) Each of the representations and warranties of the ACME Entities Buyer contained or referred to herein that is not qualified as to materiality or Material Adverse Effect in Section 4.1 (Organization) and Section 4.2(a) (Authority) of this Agreement shall be true and correct in all material respects on at the Closing Date as though made on at the Closing Date and (ii) the remaining representations and warranties of Buyer contained in Article IV of this Agreement shall be true and correct at the Closing as though made at the Closing without regard to qualifications by “material”, “materiality”, “materially”, “in all material respects” or other similar qualifications (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only such representation or warranty shall have been true and correct in all material respects as on that date), except for (A) with respect to clause (ii), those failures of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be so true and correct that, individually or in all respects on the Closing Date as though made on aggregate, have not and would not reasonably be expected to have materially impaired the Closing Date, except in ability of Buyer to perform any case for of its obligations hereunder or reasonably be expected to prevent the consummation of any of the transactions contemplated hereby and (B) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Buyer certificatesSeller a certificate or certificates to such effect, dated as of the Closing Date, signed on behalf of each ACME Entity Buyer by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfieda duly authorized officer of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity Buyer in the performance of any of its respective covenants and agreements contained herein. (b) Each ; each of the representations and warranties of the ACME Entities Buyer contained or referred to herein that is not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they such representations and warranties expressly speak as of a specific date or time other than the Closing Dateanother date, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Dateof such other date), except in any case for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. Sellers or any transaction permitted by this Agreement or (cB) The ACME Entities those breaches or inaccuracies that could not reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to Buyer certificatesSellers a certificate to such effect, dated as of the Closing Date, Date and signed on behalf of each ACME Entity Buyer by its respective President an authorized officer of Buyer. To the extent that at the Closing Buyer delivers to Sellers a written notice specifying in reasonable detail the breach by Buyer of any of the representations or warranties of Buyer contained herein, and nevertheless Sellers proceed with the Closing, Sellers shall be deemed to have waived any Vice President, certifying that rights or remedies they may have against Buyer by reason of the conditions breach of any such representations or warranties to the extent described in subsections (a) and (b) above have been satisfiedsuch notice.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity the Fortegra Parties in the performance of any of its their respective covenants covenants, agreements and agreements contained obligations herein. (b) Each ; none of the representations and warranties of contained in Article II or Article III made by the ACME Entities contained or referred Fortegra Parties shall (if qualified by materiality) fail to herein that is be true and correct in any respect and (if not qualified as by materiality) fail to materiality or Material Adverse Effect shall be true and correct in all material respects respects, in each case on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true hereof and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Buyer. (c) The ACME Entities ; provided, however, that the Buyer shall have delivered not be obligated to Buyer certificates, dated purchase the Purchased Stock to be sold hereunder by the Seller if the representations and warranties contained in Section 3.2 fail to be true and correct in all respects on the date hereof and as of the Closing DateDate as though made on the Closing Date or if the Fortegra Parties fail to comply in all material respects with its covenants; no event, occurrence, development or condition shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Target Companies; and there shall have been delivered to the Buyer by each Seller Party a certificate to such effect, dated the Closing Date and signed on behalf of each ACME Entity by its respective the President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfiedother senior executive officer of such Seller Party.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the The representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect Seller made in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date respects, both (except to the extent that they expressly speak i) as of a specific the date or time other than the Closing Date, in which case they need only have been true hereof and correct in all material respects as of such specified date or time), (ii) on and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities shall have delivered to Buyer certificates, dated as of the Closing Date, signed as though made on behalf such date, (x) except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of each ACME Entity such specific date, (y) except as specifically contemplated by its respective President or any Vice President, certifying that the conditions described in subsections (a) this Agreement and (bz) above except to the extent any breaches of such representations and warranties, read without giving effect to the words “material,” “materially,” “Material Adverse Effect” or words of similar import, would not be reasonably likely in the aggregate to have a Material Adverse Effect. Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date; there shall not have been satisfiedany Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing.

No Misrepresentation or Breach of Covenants and Warranties. (a) There Each of the covenants and agreements of each Seller set forth in this Agreement to be performed on or prior to the Closing shall have been no performed in all material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained hereinrespects. (b) (i) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect Seller Specified Warranties shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date as though made on the Closing Date (except to the extent for such representations and warranties that they expressly speak are made as of a specific date or time other than the Closing Datedate, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct with the same force and effect as though made on and as of such date); and (ii) each of the other representations and warranties of Sellers contained in Article IV and Article V shall be true and correct (without regard to any references to “material” or “Material Adverse Effect” or any other materiality qualifier or reference) in all respects on and as of the date of this Agreement and on and as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall be true and correct with the same force and effect as though made on the Closing Dateand as of such date), except where the failures of such representations and warranties referenced in any case for changes therein specifically permitted by this Agreement clause (ii) to be true and correct, taken together, have not had, and are not reasonably expected to have, individually or resulting from any transaction expressly consented in the aggregate, a Material Adverse Effect with respect to in writing by BuyerSellers or the Business. (c) The ACME Entities Sellers shall have delivered to Buyer certificatesa certificate, dated as of the Closing Date, Date and signed on behalf of each ACME Entity Seller by its respective President or any Vice Presidenta duly authorized officer, certifying that the satisfaction of the conditions described in subsections (aSection 9.1(a) and Section 9.1(b) (b) above have been satisfiedwhich certificate shall not impose any personal liability on such officer).

No Misrepresentation or Breach of Covenants and Warranties. (a) There Parent shall have been no performed in all material breach by any ACME Entity in the performance of any respects all of its respective covenants and agreements contained hereinin this Agreement which are to be performed prior to Closing. (b) Each of the (i) The representations and warranties of Parent contained in the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect first sentence of Section 5.2(a), Section 5.2(c), Section 5.3(a) and Section 5.22 shall be true and correct in all material respects on both when made and as of the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been representations and warranties shall be true and correct in all material respects as of such specified date or timedate), and each of (ii) the representations and warranties of the ACME Entities Parent contained or referred to herein that is qualified as to materiality or Material Adverse Effect in Section 5.2(b) shall be true and correct in all respects on correct, other than de minimis inaccuracies, both when made and as of the Closing Date as though made on the Closing DateDate (except to the extent that they expressly relate to an earlier date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer.which representations and warranties shall be true and correct as of such date other than de minimis inaccuracies) (c) The ACME Entities representations and warranties of Parent contained in this Agreement (other than representations and warranties identified in clause (b) above) when read without exception or qualification as to “material” or Material Adverse Effect, shall be true and correct both when made and as of the Closing Date as though made on the Closing Date (except to the extent that they expressly relate to an earlier date, which representations and warranties shall be true and correct as of such date), other than breaches or inaccuracies of representations and warranties which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (d) There shall have been delivered to Buyer certificatesa certificate to the effect of clauses (a) through (c), dated as of the Closing Date, signed on behalf of each ACME Entity Parent by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfieda duly authorized officer of Parent.