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

No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer in Section 8.2 shall be true and correct in all material respects as of the Closing, except (i) for such representations or warranties made expressly as of and only as of an earlier date, which shall be true and correct as of such date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect; and Buyer shall have delivered to Seller a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1, dated the Closing Date and signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer in Section 8.2 shall be true and correct in all material respects as of the Closing, except for (i) for such representations or warranties made expressly as of and only as of an earlier date, which shall be have been true and correct as of such earlier date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect; , and Buyer shall have delivered to Seller a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1, dated the Closing Date and signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

No Misrepresentation or Breach of Covenants and Warranties. Buyer Seller shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer Seller in Section 8.2 8.1 shall be true and correct in all material respects as of the Closing, except for (i) for such representations or warranties that are made expressly as of and only as of an earlier date, which shall be have been true and correct as of such date except as would not have a Material Adverse Effect, and and, (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect; and Buyer Seller shall have delivered to Seller Buyer a certificate ("BuyerSeller's Closing Certificate") in the form attached as Schedule 6.2.16.1.1, dated the Closing Date and signed by an Executive Officer of BuyerSeller, certifying each of the foregoing foregoing, or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

No Misrepresentation or Breach of Covenants and Warranties. Buyer Seller shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer Seller in Section 8.2 8.1 shall be true and correct in all material respects as of the Closing, except for (i) for such representations or warranties that are made expressly as of and only as of an earlier date, which shall be have been true and correct as of such earlier date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has notnot had and is not reasonably likely to have, individually or in the aggregate, had a Material Adverse Effect; and Buyer Seller shall have delivered to Seller Buyer a certificate ("BuyerSeller's Closing Certificate") in the form attached as Schedule 6.2.16.1.1, dated the Closing Date and signed by an Executive Officer of BuyerSeller, certifying each of the foregoing foregoing, or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and Each of the representations and warranties of Buyer Sellers or the Company contained herein shall be true and correct in Section 8.2 shall all material respects at and as of the date hereof (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 such date); provided that any representation or warranty already qualified by the Closing, except (i) for such representations or warranties made expressly as concept of and only as of an earlier date, which shall materiality must be true and correct as of such date except as would not have a Material Adverse Effectin all respects, and (ii) to the extent that any breach of such representations and warranties has in Section 3.11 must be true and correct in all respects. There shall not have been any failure by Sellers or the Company, as applicable, in the performance of any of their respective covenants and agreements herein that shall not have been remedied or cured, other than failures to perform that do not, individually or in the aggregate, had amount to a Material Adverse Effect; and Buyer . There shall have been delivered to Seller Buyer a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1to such effect, dated as of the Closing Date and Date, signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correctSellers.

No Misrepresentation or Breach of Covenants and Warranties. Buyer Each of the Company and Seller shall have performed or complied in all material respects with all of its covenants to be performed in whole or in part prior to the Closingand agreements herein, and each of the representations and warranties of Buyer Seller and the Company contained in Section 8.2 this Agreement shall be true and correct in all material respects on the Closing Date as of though made on the Closing, Closing Date (except (i) for such representations or warranties made expressly as of and only as of an earlier date, which shall be true and correct as of such date except as would not have a Material Adverse Effect, and (ii) to the extent that they expressly relate to an earlier date) without giving effect to any breach materiality or Material Adverse Effect qualification set forth therein, except for changes therein specifically resulting from any transaction expressly consented to in writing by Buyer and other than breaches of such representations and warranties has notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; and Buyer there shall have been delivered to Seller Buyer a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1to such effect, dated the Closing Date and Date, signed on behalf of Seller by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correcta duly authorized officer.