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

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Seller made in this Agreement shall be true and correct in all respects, both (i) as of the date hereof and (ii) on and as of the Closing Date, as though made on 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 such specific date, (y) except as specifically contemplated by this Agreement and (z) 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 any 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. The There shall have been no material breach by Seller in the performance of any of its covenants and agreements contained herein; each of (i) the representations and warranties of Seller made contained in Sections 3.1(a) — (d) (Organization and Authority), Section 3.2 (Capital Structure) and Section 3.25 (No Finder) of this Agreement Agreement, as qualified by the Seller Disclosure Schedule, shall be true and correct in all respects, both (i) material respects at the Closing as of though made at the date hereof Closing and (ii) on and as of the Closing Date, as though made on such date, (x) except for those remaining representations and warranties which refer to facts existing at a specific dateof Seller contained in Article III of this Agreement, which as qualified by the Seller Disclosure Schedule, shall be true and correct at the Closing as of such specific datethough made at the Closing, (y) except as specifically contemplated without regard to qualifications by this Agreement and (z) except to the extent any breaches of such representations and warranties, read without giving effect to the words “material,” ”, “materiality”, “materially,” ”, “in all material respects”, “Material Adverse Change”, “Material Adverse Effect” or words other similar qualifications (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), except for (A) with respect to clause (ii), those failures of similar importsuch representations and warranties to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be reasonably likely in the aggregate expected to have a Material Adverse Effect. Seller shall have performed or complied in all material respects with all obligations Effect on the Company and covenants required (B) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to be performed or complied with in writing by Seller on or prior to the Closing DateBuyer; and there shall not have been any Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer a certificate to such effect, dated the Closing Date and Date, signed by an authorized officer on behalf of Seller confirming by the foregoingmanager of Seller.

No Misrepresentation or Breach of Covenants and Warranties. The There shall not have been any material breach by Seller in the performance of any of its covenants and agreements herein which shall not have been remedied or cured; each of the representations and warranties of Seller made contained in this Agreement other than those 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 respects, both (i) on the Closing Date as of the date hereof and (ii) though made on and as of the Closing Date, as though made on such date, Date (x) except for those representations and warranties which refer to facts existing at a specific the extent that they expressly relate to an earlier date, which shall be true and correct as of such specific on that date), (y) except as for changes therein specifically contemplated permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer or any transaction permitted by this Agreement and (z) except to the extent any other than breaches of such representations and warrantieswarranties which, read without giving effect to individually or in the words “material,” “materially,” “Material Adverse Effect” aggregate, have not had or words of similar import, would not reasonably be reasonably likely in the aggregate 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 have performed or complied be true and correct in all material respects with all obligations on the Closing Date as though made on and covenants required by this Agreement to be performed or complied with by Seller on or prior as of the Closing Date (except to the Closing Dateextent that they expressly relate to an earlier date, which shall be true and correct on that date); and there shall not have been any Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer a certificate to such effect, dated the Closing Date and Date, signed by an a duly authorized officer of Seller confirming the foregoingSeller.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Seller Buyer made in this Agreement shall be true and correct in all respects, both (i) as of the date hereof and (ii) on and as of the Closing Date, as though made on 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 such specific date, (y) except as specifically contemplated by this Agreement and (z) except to the extent any breaches of such representations and warranties, read without giving effect to the words “material,” “materially,” “Material Adverse Effectmaterial adverse effect” or words of similar import, would not be reasonably likely in the aggregate to have a Material Adverse Effectmaterial adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. Seller 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 Seller Buyer on or prior to the Closing Date; there shall not have been any Material Adverse Effect from the date hereof to the Closing Date; and Seller Buyer shall have delivered to Buyer Seller a certificate dated the Closing Date and signed by an authorized officer of Seller Buyer confirming the foregoing.

No Misrepresentation or Breach of Covenants and Warranties. The (i) There shall be no continuing material failure by Purchaser to perform or comply with any of its covenants and agreements herein that by their terms are to be performed or complied with at or prior to the Closing; (ii) each of the representations and warranties of Seller made in this Agreement Purchaser contained or referred to herein shall be true and correct in all respects, both (i) as of respects on the date hereof and (ii) on and the Closing Date as of though made on the Closing Date, as though made on except (y) to the extent such date, (x) except for those representations and warranties which refer expressly relate to facts existing at a specific an earlier date, in which case such representations and warranties shall be true and correct on and as of such specific 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 clause (y) except as specifically contemplated by this Agreement and (z) except to the extent exclude any breaches of materiality, Purchaser Material Adverse Effect or similar qualification contained in such representations and warranties, read without giving effect to be true and correct on the words “material,” “materially,” “date hereof and on the Closing Date as though made on the Closing Date as to matters that, individually or in the aggregate, would not have a Purchaser Material Adverse Effect” or words of similar import, would not be reasonably likely in the aggregate to have a Material Adverse Effect. Seller ; and (iii) there 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 any Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer Seller a certificate to such effect, dated the Closing Date and signed on behalf of Purchaser by an authorized officer of Seller confirming the foregoingPurchaser.

No Misrepresentation or Breach of Covenants and Warranties. (a) The covenants and agreements herein to be complied with by Seller at or before the Closing shall have been 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 a duly authorized officer of Seller; and (b) Each of the representations and warranties of Seller made contained in this Agreement (without giving effect to qualifications referring to “Material Adverse Effect”, “material” or “materiality”) shall be true and correct in all respects, both (i) as of the date hereof Closing, with the same force and (ii) on and effect as if made as of the Closing DateClosing, as though made on other than such date, (x) except for those representations and warranties which refer to facts existing at a specific that are made as of another date, which shall be true and correct as of such specific date, (y) except as specifically contemplated by this Agreement and (z) except to the extent any breaches where all failures of such representations and warrantieswarranties to be true and correct, read without giving effect to individually or in the words “material,” “materially,” “Material Adverse Effect” or words of similar importaggregate, would not reasonably be reasonably likely in the aggregate expected to have a Material Adverse Effect. Seller ; and there 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 any Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Seller by an a duly authorized officer of Seller confirming the foregoingSeller.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Seller made in this Agreement shall be true and correct in all respects, both (i) as of the date hereof and (ii) on and as of the Closing Date, as though made on 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 such specific date, (y) except as specifically contemplated by this Agreement and (z) 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 any 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. The There shall have been no material breach by the Sellers in the performance of any of their covenants and agreements herein which shall not have been remedied or cured; each of the representations and warranties of Seller made the Sellers contained in this Agreement which is not qualified as to materiality shall be true and correct in all respects, both (i) as of the date hereof and (ii) material respects on and as of the Closing Date, Date as though made on such date, (x) except for those the Closing Date and the representations and warranties of the Sellers contained in this Agreement which refer are qualified as to facts existing at a specific date, which materiality shall be true and correct on the Closing Date as of such specific though made on the Closing Date (except, in each case, to the extent that the representations and warranties expressly relate to an earlier date), (y) except as except, in each case, for changes therein specifically contemplated permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer or any transaction permitted by Section 7.4; and (z) 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 there 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 any Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of FDC by an a duly authorized officer of Seller confirming FDC. There shall have been no event or events which, individually or in the foregoingaggregate, have caused a Material Adverse Effect.

No Misrepresentation or Breach of Covenants and Warranties. The Each of the representations and warranties set forth in Article V hereof will be true and correct in all material respects at and as of Seller 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 "material" or "Material Adverse Effect," in this Agreement which case each of such representations and warranties shall be true and correct in all respects, both (i) respects as of the date hereof Closing Date (except to the extent that they expressly relate to an earlier date, in which case they will be true as of such date), in each case except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer or expressly permitted by this Agreement and (ii) on 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 performed and complied with all of their covenants hereunder in all material respects through the Closing, except to 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, as though made on 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 such specific date, (y) except as specifically contemplated by this Agreement and (z) 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 There 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 any Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have 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 an a duly authorized officer of Seller confirming each of the foregoingSellers.

No Misrepresentation or Breach of Covenants and Warranties. The There shall have been no breach by Sellers in the performance of any of their covenants and agreements herein; each of the representations and warranties of Seller made in this Agreement Sellers contained or referred to herein shall be true and correct in all respects, both (i) respects on the Closing Date as of the date hereof and (ii) though made on and as of the Closing Date, as though made on 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 such specific date, (yA) except as changes therein specifically contemplated permitted by this Agreement and or resulting from any transaction expressly consented to in writing by Buyer or any transaction permitted by this Agreement or (zB) except to the extent any those breaches of such representations and warranties, read without giving effect to the words “material,” “materially,” “Material Adverse Effect” or words of similar import, would inaccuracies that could not reasonably be reasonably likely in the aggregate expected to have a Material Adverse Effect. Seller ; and there 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 any Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer a certificate to such effect, dated the Closing Date and Date, signed by an authorized officer the Chief Executive Officer of Seller confirming TEP. To the foregoingextent that at the Closing Sellers deliver to Buyer a written notice specifying in reasonable detail the breach by 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 rights or remedies it may have against Sellers by reason of the breach of any such representations or warranties to the extent described in such notice.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Seller Sellers made in this Agreement and the Seller Transaction Documents shall be true and correct: (i) in all material respects (other than such representations and warranties which are qualified by materiality, Material Adverse Effect or material adverse effect which shall be true and correct in all respects, both (i) as of the date hereof hereof; and (ii) on and as of the Initial Closing Date, as though made on such date, (xA) except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of such specific date, (y) except as specifically contemplated by this Agreement and (zB) 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, warranties would not be reasonably likely in the aggregate to have a Material Adverse EffectEffect or a material adverse effect on the transactions contemplated hereby. Seller 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 Seller Sellers on or prior to before the Initial Closing Date; there shall not have been any Material Adverse Effect from the date hereof to the Initial Closing Date; and Seller Sellers shall have delivered to Buyer a certificate dated the Initial Closing Date and signed by an authorized officer representative of each Seller confirming each of the foregoing.