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 breach by Buyer in the performance of any of its covenants and agreements contained herein; and (b) each of the representations and warranties of Buyer contained in this Agreement shall be true and correct on the date of this Agreement and 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 as of such specified date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) above.

No Misrepresentation or Breach of Covenants and Warranties. (a) There The covenants and agreements of Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been no breach by Buyer performed in the performance of any of its covenants and agreements contained herein; and all material respects. (bi) each of the The representations and warranties of Buyer Seller contained in this Agreement that are qualified by Material Adverse Effect shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as relate to an earlier date) and/or (ii) all other representations and warranties of a specific date or time other than the Closing Date, Seller contained in which case they need only have been this Agreement shall be true and correct (unless the failure of any such representations or warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect), on the Closing Date as of such specified date or timethough made on the Closing Date (except to the extent that they expressly relate to an earlier date), except in the case of each of clause (i) and (ii) for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses Buyer or any transaction permitted by Section 7.4. (ac) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer There shall have been delivered to Parent Buyer a certificate, certificate dated as of the Closing Date, Date and signed on behalf of Seller by an a duly authorized officer of Buyer and certifying as Seller to the satisfaction effect of the conditions specified in clauses paragraphs (a) and (b) above.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) There shall have been no breach by Buyer in as of the performance of any of its covenants and agreements contained hereindate hereof; and (b) each on and as of the representations and warranties of Buyer contained in this Agreement shall be true and correct on the date of this Agreement and the Closing Date 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 as of such specified date or time)date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, (in the case of each of both clauses (a) and (b) above, except where ) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the failure extent any breaches of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreements, would not individually or in the aggregate, has not had and could not aggregate be reasonably be expected likely to have a Buyer Material Adverse Effect. In additionThe Company and the Sellers 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 the Company on or before the Closing Date, Buyer and the Company shall have delivered to Parent Buyer a certificate, certificate dated as of the Closing Date, Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer and certifying as to the satisfaction certificates representing all of the conditions specified Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in clauses (a) blank and (b) abovebearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by Buyer either of Seller or Parent in the performance of any of its respective covenants and agreements contained herein; and (b) each of the representations and warranties of Buyer Seller and Parent contained in this Agreement shall be true and correct on the date of this Agreement and 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 as of such specified date or time), except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by ParentBuyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer Parent shall have delivered to Parent Buyer a certificate, dated as of the Closing Date, signed by an officer of Buyer Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) above.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by Buyer in the performance of any of its respective covenants and agreements contained herein; and . (b) each Each of the representations and warranties of Buyer contained in this Agreement or referred to herein that is not qualified by materiality shall be true and correct in all material respects on the date of this Agreement and 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 Buyer contained or referred to herein that is qualified as to materiality 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 Parent; provided, that, in the case ACME Entities or any transaction contemplated by this Agreement. (c) Buyer shall have delivered to the ACME Entities a certificate dated as of the Closing Date and signed on behalf of each of clauses Buyer by its President or any Vice President, certifying that the conditions described in subsections (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to above have a Buyer Material Adverse Effect. In addition, Buyer shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) abovebeen satisfied.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Buyer made in this Agreement (without regard to any materiality qualifications contained therein) other than the Buyer Fundamental Representations shall be true and correct in all respects (a) There shall have been no breach by Buyer in as of the performance of any of its covenants and agreements contained hereindate hereof; and (b) each on and as of the representations and warranties of Buyer contained in this Agreement shall be true and correct on the date of this Agreement and the Closing Date 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 as of such specified date or time)date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to (in writing by Parent; provided, that, in the each case of each of clauses (a) and (b)), (i) above, except where for those representations and warranties which refer to facts existing at a specific date (which shall be true and correct only as of such date) and (ii) to the failure extent any breaches of such representations and warranties would not individually or in the aggregate have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement; and the Buyer Fundamental Representations shall be true and correct in all material respects (without giving effect to any limitation x) as to “materiality” set forth in such representations of the date hereof and warranties), or the failure to perform such covenants (y) on and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer as though made on such date, except (in each of Buyer and certifying as to the satisfaction of the conditions specified in clauses clause (ax) and (by)) abovefor those representations and warranties which refer to facts existing at a specific date (which shall be true and correct in all material respects only as of such date). Buyer 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 Buyer on or before the Closing Date.

No Misrepresentation or Breach of Covenants and Warranties. (ai) There shall have been be no breach continuing material failure by Buyer in the performance of Purchaser to perform or comply with any of its covenants and agreements contained hereinherein that by their terms are to be performed or complied with at or prior to the Closing; and (bii) each of the representations and warranties of Buyer Purchaser contained or referred to herein shall be true and correct in all respects on the date hereof and on the Closing Date as though made on the Closing Date, except (y) to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date, (z) for failures of representations and warranties (other than those contained in Sections 6.1(a), 6.2 and 6.3(a)), read for purposes of this Agreement shall clause (y) to exclude any materiality, Purchaser Material Adverse Effect or similar qualification contained in such representations and warranties, to be true and correct on the date of this Agreement hereof and 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 as of such specified date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreementsmatters that, individually or in the aggregate, has would not had and could not reasonably be expected to have a Buyer Purchaser Material Adverse Effect. In addition, Buyer ; and (iii) there shall have been delivered to Parent Seller a certificatecertificate to such effect, dated as of the Closing Date, Date and signed on behalf of Purchaser by an authorized officer of Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) abovePurchaser.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by Buyer in the performance of any of its covenants and agreements contained herein; and (b) each of the The representations and warranties of Buyer contained made in this Agreement shall be true and correct on in all respects, both (i) as of the date hereof and (ii) on and as of this Agreement and the Closing Date Date, as though made on the Closing Date such date, (x) except for those representations and warranties which refer to the extent that they expressly speak as of facts existing at a specific date or time other than the Closing Datedate, in which case they need only have been shall be true and correct as of such specified date or time)specific date, (y) except for changes therein as specifically permitted contemplated by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses (a) and (bz) above, except where to the failure extent any breaches of such representations and warranties to be true and correct (warranties, read without giving effect to any limitation as to “materiality” set forth in such representations and warranties)the words "material," "materially," "material adverse effect" or words of similar import, or the failure to perform such covenants and agreements, individually or would not be reasonably likely in the aggregate, has not had and could not reasonably be expected aggregate to have a material adverse effect on Buyer's ability to consummate the transactions contemplated hereby. Buyer Material Adverse Effect. In addition, 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 Buyer on or prior to the Closing Date; and Buyer shall have delivered to Parent Seller a certificate, certificate dated as of the Closing Date, Date and signed by an authorized officer of Buyer and certifying as to confirming the satisfaction of the conditions specified in clauses (a) and (b) aboveforegoing.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by Buyer the Sellers in the performance of any of its their covenants and agreements contained hereinherein which shall not have been remedied or cured; and (b) each of the representations and warranties of Buyer the Sellers contained in this Agreement which is not qualified as to materiality shall be true and correct in all material respects on the Closing Date as though made on the Closing Date and the representations and warranties of the Sellers contained in this Agreement which are qualified as to materiality shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except except, in each case, to the extent that they the representations and warranties expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date), except, in which case they need only have been true and correct as of such specified date or time)each case, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by ParentBuyer or any transaction permitted by Section 7.4; providedand there shall have been delivered to Buyer a certificate to such effect, thatdated the Closing Date, in the case signed on behalf of each FDC by a duly authorized officer of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), FDC. There shall have been no event or the failure to perform such covenants and agreementsevents which, individually or in the aggregate, has not had and could not reasonably be expected to have caused a Buyer Material Adverse Effect. In addition, Buyer shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) above.

No Misrepresentation or Breach of Covenants and Warranties. (a) There Buyer shall have been no breach complied with and performed in all materials respects all of the covenants, agreements and obligations required to be complied with or performed by Buyer in them under this Agreement prior to or at the performance of any of its covenants and agreements contained herein; and Closing. (b) each of the The representations and warranties of Buyer contained in this Agreement shall be true and correct on in all respects (without giving effect to any limitation as to materiality or Material Adverse Effect set forth therein) as of the date of this Agreement 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 representations and warranties shall have been true and correct as of on such specified date or timeearlier date), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses (a) and (b) above, except where unless the failure or failures of all such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” in all respects would not have a Material Adverse Effect on Buyer and its subsidiaries; provided that the representations and warranties of Buyer set forth in such representations Section 7.2(a) shall be true and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer correct. (c) There shall have been delivered to Parent the Selling Shareholders a certificate, dated as of the Closing Date, signed by an officer of Buyer and certifying as certificate to the satisfaction of effect that the conditions specified in clauses paragraphs (a) and (b) aboveabove have been satisfied, dated the Closing Date, signed on behalf of Buyer by a duly authorized officer of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. (ai) There The Selling Stockholders and their Affiliates shall have been no breach by Buyer performed in the performance of any of its all material respects their respective covenants and agreements contained hereinrequired herein to be performed on or prior to the Closing Date; and (bii) each of the representations and warranties of Buyer the Selling Stockholders contained in Sections 5.1, 5.2, 5.3, 5.4(a), and 5.22 of this Agreement shall be true and correct when made on the date Closing Date, as though made on the Closing Date; and (iii) the other representations and warranties of the Selling Stockholders contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications) shall be true and correct on the Closing Date 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), except, in which the case they need only have been true and correct as of such specified date or time), except clause (iii) for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses (a) Buyers or any transaction specifically permitted by this Agreement and (bB) above, except where the failure breaches of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreementswhich would not, individually or in the aggregate, has not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer ; and there shall have been delivered to Parent the Buyers a certificatecertificate to such effect, dated as of the Closing Date, signed on behalf of the Companies by an a duly authorized officer of Buyer and certifying as to the satisfaction each of the conditions specified in clauses (a) and (b) aboveCompanies.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by Buyer in the performance of any of its covenants and agreements contained herein; and (b) each of the The representations and warranties of Buyer contained made in this Agreement shall be true and correct on in all respects, both (i) as of the date hereof and (ii) on and as of this Agreement and the Closing Date Date, as though made on the Closing Date such date, (x) except for those representations and warranties which refer to the extent that they expressly speak as of facts existing at a specific date or time other than the Closing Datedate, in which case they need only have been shall be true and correct as of such specified date or time)specific date, (y) except for changes therein as specifically permitted contemplated by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses (a) and (bz) above, except where to the failure extent any breaches of such representations and warranties to be true and correct (warranties, read without giving effect to any limitation as to the words “materialitymaterial,” set forth in such representations and warranties)“materially,” “material adverse effect” or words of similar import, or the failure to perform such covenants and agreements, individually or would not be reasonably likely in the aggregate, has not had and could not reasonably be expected aggregate to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. Buyer Material Adverse Effect. In addition, 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 Buyer on or prior to the Closing Date; and Buyer shall have delivered to Parent Seller a certificate, certificate dated as of the Closing Date, Date and signed by an authorized officer of Buyer and certifying as to confirming the satisfaction of the conditions specified in clauses (a) and (b) aboveforegoing.

No Misrepresentation or Breach of Covenants and Warranties. (ai) There shall have been be no breach continuing material failure by Buyer in the performance of Seller to perform or comply with any of its covenants and agreements contained hereinherein that by their terms are to be performed or complied with at or prior to the Closing; and (bii) each of the representations and warranties of Buyer Seller contained or referred to herein shall be true and correct in all respects on the date hereof and on the Closing Date as though made on the Closing Date, except (x) to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date, (y) for changes therein specifically resulting from any transaction expressly consented to in writing by Purchaser, (z) for failures of representations and warranties (other than those contained in Sections 5.1(a), 5.2 and 5.3(a)), read for purposes of this Agreement shall clause (z) to exclude any materiality, Material Adverse Effect or similar qualification contained in such representations and warranties, to be true and correct on the date of this Agreement hereof and 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 as of such specified date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreementsmatters that, individually or in the aggregate, has would not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer ; and (iii) there shall have been delivered to Parent Purchaser a certificatecertificate to the effect of clauses (i) and (ii), dated as of the Closing Date, signed on behalf of Seller by an authorized officer of Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) aboveSeller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by Buyer in the performance of any of its covenants and agreements contained herein; and (b) each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the date of this Agreement hereof and on the Closing Date as though made on the Closing Date Date, except (except to the extent a) for representations and warranties that they expressly speak as of a specific date or time other than the Closing Date, in Date (which case they need only have been be true and correct as of such specified date or time), except (b) ignoring for purposes of this clause (b) all qualifications as to materiality or material adverse effect in such representations and warranties, where any and all failures of such representations and warranties to be correct in all respects as of the Closing Date (with all such failures considered in the aggregate) would not have a material adverse effect and (c) for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parentthe Company; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer there shall have been delivered to Parent the Company a certificatecertificate to such effect, dated as of the Closing Date, Date and signed by an the President or other senior executive officer of Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) aboveBuyer.

No Misrepresentation or Breach of Covenants and Warranties. (a) There The covenants and agreements herein to be complied with by Seller at or before the Closing shall have been no breach complied with in all material respects, other than breaches which have been remedied or cured and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Seller by Buyer in the performance a duly authorized officer of any of its covenants and agreements contained hereinSeller; and and (b) each Each of the representations and warranties of Buyer Seller contained in this Agreement (without giving effect to qualifications referring to “Material Adverse Effect”, “material” or “materiality”) shall be true and correct on the date of this Agreement and 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 the Closing, with the same force and effect as if made as of the Closing, other than the Closing Datesuch representations and warranties that are made as of another date, in which case they need only have been shall be true and correct as of such specified date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses (a) and (b) abovedate, except where the failure all failures of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreementscorrect, individually or in the aggregate, has not had and could would not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer ; and there shall have been delivered to Parent Buyer a certificatecertificate to such effect, dated as of the Closing Date, signed on behalf of Seller by an a duly authorized officer of Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) aboveSeller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by Buyer the Equity Entities in the performance of any of its their covenants and agreements contained herein; and herein to be performed prior to the Closing that remains uncured as of the Closing except to the extent any such breach does not, individually or in the aggregate, have a Material Adverse Effect. (b) each Each of the representations and warranties of Buyer the Equity Entities contained in this Agreement shall be true and correct in all respects (without regard to any materiality limitation contained in any representation or warranty) on the date of this Agreement and 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 respects as of such specified date or time)) except to the extent any failure of such representation or warranty to be true and correct does not, except for changes therein specifically permitted by this Agreement individually or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case aggregate, have a Material Adverse Effect. (c) The Equity Entities shall have delivered to Buyer certificates, dated as of each the Closing Date and signed on behalf of clauses the Equity Entities by their President or any Vice President, certifying that the conditions described in subsections (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to above have a Buyer Material Adverse Effect. In addition, Buyer shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) abovebeen satisfied.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by Buyer the Xxxxxx Entities in the performance of any of its their covenants and agreements contained herein; and herein to be performed prior to the Closing that remains uncured as of the Closing except to the extent any such breach does not, individually or in the aggregate, have a Material Adverse Effect. (b) each Each of the representations and warranties of Buyer the Xxxxxx Entities contained in this Agreement shall be true and correct in all respects (without regard to any materiality limitation contained in any representation or warranty) on the date of this Agreement and 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 respects as of such specified date or time)) except to the extent any failure of such representation or warranty to be true and correct does not, except for changes therein specifically permitted by this Agreement individually or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case aggregate, have a Material Adverse Effect. (c) The Xxxxxx Entities shall have delivered to Buyer certificates, dated as of each the Closing Date and signed on behalf of clauses the Xxxxxx Entities by their President or any Vice President, certifying that the conditions described in subsections (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to above have a Buyer Material Adverse Effect. In addition, Buyer shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) abovebeen satisfied.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by Buyer Optionee in the performance of any of its respective covenants and agreements contained herein; and . (b) each Each of the representations and warranties of Buyer Optionee contained in this Agreement or referred to herein that is not qualified as to materiality shall be true and correct in all material respects on the date of this Agreement and 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 Optionee contained or referred to herein that is qualified as to materiality 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 the TBA or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of each of clauses Tribune Denver. (ac) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Buyer Optionee shall have delivered to Parent a certificateTribune Denver certificates, dated as of the Closing Date, signed on behalf of Optionee by an officer of Buyer and its President or any Vice President, certifying as to the satisfaction of that the conditions specified described in clauses subsections (a) and (b) aboveabove have been satisfied.