Performance and Accuracy of Representations. Purchaser shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it, and Purchaser’s representations and warranties set forth in Section 4.1 and Section 4.2 (read without regard to any materiality qualifications, such as “material” or “material adverse effect”) shall be true and correct in all respects as of the Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), and all other representations and warranties of Purchaser set forth in Article IV (read without regard to any materiality qualifications, such as “material” or “material adverse effect”) shall be true and correct as of the Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), except where such failures of any such representations and warranties (other than any of Section 4.1 or Section 4.2) to be true and correct would not have or reasonably be expected to have, individually or in the aggregate, a material adverse effect on Purchaser’s ability to perform its obligations hereunder and under the Transaction Documents and to consummate the transactions contemplated hereby and thereby.
Performance and Accuracy of Representations. Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them. The Fundamental Representations of Seller (read without regard to any materiality qualifications, such as “material” or “material adverse effect”) shall be true and correct in all respects as of the Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), and all other representations and warranties of Seller set forth in Article III and Article IV (read without regard to any materiality qualifications, such as “material” or “material adverse effect”) shall be true and correct as of the Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), except where such failure of any such representations and warranties (other than any of the Fundamental Representations) to be true and correct would not have and would not reasonably be expected, individually or in the aggregate, to (a) have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or to consummate the transactions contemplated hereby and thereby or (b) have a Company Material Adverse Effect. Notwithstanding anything to the contrary herein, in no event shall Seller be deemed to be in breach or default of or under this Agreement as a result of the failure of Seller’s representations or warranties set forth in Section 3.6 to be materially true and correct as of the Closing as a result of a fact, circumstance, occurrence, act or omission which (i) first arose or occurred after the Effective Date or (ii) was not within Seller’s Knowledge as of the Effective Date, and in each case was not within Seller’s reasonable control; provided that, in the event any such fact, circumstance, occurrence, act or omission resulting in such failure of Seller’s representations or warranties set forth in Section 3.6 to be materially true and correct would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, it shall constitute a failure ...
