Common use of Performance of Conditions and Accuracy of Representations Clause in Contracts

Performance of Conditions and Accuracy of Representations. (i) The Company and the Sellers’ Representative shall have duly performed or complied with all of their respective covenants and obligations in Section 6 or otherwise under this Agreement to be performed prior to or at the Closing in all material respects; (ii) all of the representations and warranties of the Company set forth in Section 4 (other than the Company’s Fundamental Representations) shall be true and correct in all respects as of the date hereof and on the Closing Date, as if made at and as of the Closing Date (except for such representations and warranties that speak only as of a specified date, which shall be true and correct as of such date), without regard to any materiality, material adverse effect or other similar qualification contained therein, except where the failure of such representations and warranties (other than Fundamental Representations) to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect; and (iii) all of the Company’s Fundamental Representations that are qualified as to materiality shall be true and correct as of the date hereof and on the Closing Date, as if made at and as of the Closing Date, and all of the Company’s Fundamental Representations that are not so qualified shall be true and correct as of the date hereof and in all material respects on the Closing Date, as if made at and as of the Closing Date (in each case except for Fundamental Representations that speak only as of a specified date, which shall be true and correct, or true and correct in all material respects, as applicable, as of such date).

Performance of Conditions and Accuracy of Representations. (i) The Company and the Sellers’ Representative Purchaser shall have duly performed or complied with all of their respective its covenants and obligations in Section 6 or otherwise under this Agreement to be performed prior to or at the Closing in all material respects; (ii) all of the Purchaser’s representations and warranties of the Company set forth in Section 4 5 hereof (other than the CompanyPurchaser’s Fundamental Representations) shall be true and correct in all respects as of the date hereof and on the Closing Date, as if made at and as of the Closing Date (except for such representations and warranties that speak only as of a specified date, which shall be true and correct as of such date), without regard to any materiality, material adverse effect or other similar qualification contained therein, except where the failure of such representations and warranties (other than Fundamental Representations) to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect; and (iii) all of the CompanyPurchaser’s Fundamental Representations that are qualified as to materiality shall be true and correct as of the date hereof and on the Closing Date, as if made at and as of the Closing Date, and all of the CompanyPurchaser’s Fundamental Representations that are not so qualified shall be true and correct as of the date hereof and in all material respects on the Closing Date, as if made at and as of the Closing Date (in each case except for Fundamental Representations that speak only as of a specified date, which shall be true and correct, or true and correct in all material respects, as applicable, as of such date).