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

No Misrepresentation or Breach of Covenants and Warranties. Seller shall ---------------------------------------------------------- have complied in all material respects with its covenants and agreements herein; each of the representations and warranties of Seller 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 with respect to those representations and warranties that speak as to a particular date or time, which only need be true and correct as of such date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer; and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date, signed by a director of Seller.

No Misrepresentation or Breach of Covenants and Warranties. Seller Buyer ---------------------------------------------------------- shall ---------------------------------------------------------- have complied in all material respects with its covenants and agreements hereinherein and in the Coordinating Agreement; each of the representations and warranties of Seller Buyer 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 with respect to those representations and warranties that speak as to a particular date or time, which only need to be true and correct as of such date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerSeller; and there shall have been delivered to Buyer Seller a certificate to such effect, dated the Closing Date, Date and signed by a director two directors of SellerBuyer.

No Misrepresentation or Breach of Covenants and Warranties. Seller There shall ---------------------------------------------------------- have complied been no material breach by Sellers in all material respects with its the performance of any of their covenants and agreements herein; each herein and all of the representations and warranties of Seller Sellers 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 with respect to those representations and warranties that speak as to a particular date or time, which only need be true and correct as of such date or time)Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer; Purchaser and except where the failure of such representations or warranties to be true and correct would not have a material adverse effect on the ability of Sellers to consummate the transactions contemplated by this Agreement, and there shall have been delivered to Buyer Purchaser a certificate from each Seller to such effect, dated the Closing Date, signed on behalf of such Seller by a director an authorized representative of Sellersuch Seller in the form attached hereto as Exhibit H (the “Sellers Officers’ Certificate”).

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no breach by Seller shall ---------------------------------------------------------- have complied in all material respects with the performance of any of its covenants covenants, obligations, undertakings and agreements herein; each of the representations and warranties of Seller contained or referred to herein (including, without limitation, those contained in this Agreement Article IV) shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except with respect to those for representations and warranties that speak made as to of a particular date or timespecific date, which only need shall continue to be true and correct as of such date or time)date, except for and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerBuyer or any transaction contemplated by this Agreement); and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date, signed by a director of Seller.

No Misrepresentation or Breach of Covenants and Warranties. Seller There shall ---------------------------------------------------------- have complied been no material breach by Buyer in all material respects with the performance of any of its covenants and agreements hereinherein which shall not have been remedied or cured; each of the representations and warranties of Seller Buyer 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 with respect to those representations and warranties the extent that speak as they expressly relate to a particular date or time, which only need be true and correct as of such date or timean earlier date), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerSeller; and there shall have been delivered to Buyer Seller a certificate to such effect, dated the Closing Date, Date and signed by a director the President or Vice President of SellerBuyer.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Seller shall ---------------------------------------------------------- have complied in all material respects with the performance of any of its covenants and agreements herein; each of the representations and warranties of Seller contained in this Agreement or referred to herein shall be true and correct in all material respects on the Closing Date (except, in each case, those representations and warranties that are qualified by materiality which shall be true and correct in all respects) as though made on the Closing Date (except with respect to those representations and warranties that speak as to a particular date or time, which only need be true and correct as of such date or time)Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerBuyer or any transaction permitted by Section 7.4; and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Seller by a director the President of Seller.

No Misrepresentation or Breach of Covenants and Warranties. Seller shall ---------------------------------------------------------- have complied in all material respects with its covenants and agreements herein; each of the representations and warranties of Seller contained in this Agreement and each of the Seller Ancillary Agreements shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except with respect to those representations and warranties the extent that speak as they expressly relate to a particular date or time, which only need be true and correct as of such date or timean earlier date), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer; and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date, signed by a director of Seller.

No Misrepresentation or Breach of Covenants and Warranties. Seller There shall ---------------------------------------------------------- have complied been no material breach by the Buyer in all material respects with the performance of any of its respective covenants and agreements hereinherein which shall not have been remedied or cured; each of the representations and warranties of Seller the Buyer 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 with respect to those representations and warranties the extent that speak as they expressly relate to a particular date or time, which only need be true and correct as of such date or timean earlier date), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyerthe Seller or any transaction permitted by Section 6.4; and there shall have been delivered to Buyer the Seller a certificate to such effect, dated the Closing Date, signed on behalf of the Buyer by a director duly authorized officer of Sellerthe Buyer.

No Misrepresentation or Breach of Covenants and Warranties. Seller Buyer shall ---------------------------------------------------------- have performed or complied in all material respects with all of its covenants and agreements herein; each of the representations and warranties of Seller Buyer contained in this Agreement that is qualified as to materiality shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct in all material respects respects, in each case as of the date of this Agreement and on the Closing Date as though made on the Closing Date (except with respect to those representations and warranties that speak as to a particular date or time, which only need be true and correct as of such date or time)Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerParent; and there shall have been delivered to Buyer Parent a certificate to such effect, dated the Closing Date, signed on behalf of Buyer by a director duly authorized officer of SellerBuyer.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Seller shall ---------------------------------------------------------- have complied in all material respects with the performance of any of its covenants and agreements herein; each of the representations and warranties of Seller contained in this Agreement or referred to herein shall be true and correct in all material respects on the Closing Date as though made on the Closing Date except for (except with respect to those x) representations and warranties that speak made as to of a particular date or timespecified date, which only need shall be true and correct as of such the specified date or time), except for (y) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer; , and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Seller by a director the Managing Partner of Seller.

No Misrepresentation or Breach of Covenants and Warranties. Seller Buyer shall ---------------------------------------------------------- have complied in all material respects with its covenants and agreements herein; each of the representations and warranties of Seller Buyer 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 with respect to those representations and warranties that speak as to a particular date or time, which only need be true and correct as of such date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerSeller; and there shall have been delivered to Buyer Seller a certificate to such effect, dated the Closing Date, Date and signed by the President or a director Vice President of SellerBuyer.

No Misrepresentation or Breach of Covenants and Warranties. Seller There shall ---------------------------------------------------------- have complied been no material breach by Buyer in all material respects with the performance of any of its covenants and agreements herein; each of the representations and warranties of Seller Buyer contained or referred to in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except with respect to those for representations and warranties that speak made as to of a particular date or timespecific date, which only need shall continue to be true and correct as of such date or time)date, except for and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by BuyerSeller or any transaction contemplated by this Agreement); and there shall have been delivered to Buyer Seller a certificate to such effect, dated the Closing DateDate and signed on behalf of Buyer by the President, signed by a director Chief Executive Officer, Managing Member or similar officer or manager of SellerBuyer.