Common use of Representations and Warranties Accurate Clause in Contracts

Representations and Warranties Accurate. The representations and warranties of the Company and the representations and warranties of the Sellers (i) with respect to Sections 4.1 (Organization), 4.2 (Binding Obligations), 4.5 (The Shares), 5.1 (Organization and Qualification), 5.2(a) (Capitalization of the Company), 5.3(a) (Subsidiaries), 5.4 (Binding Obligation), and 5.18 (Brokers) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), and (ii) each of the other representations and warranties of the Company and of the Sellers shall be true and correct (without giving effect to any exception or qualification contained therein relating to materiality or a Material Adverse Effect) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, or would not be reasonably expected to have, a Material Adverse Effect.

Representations and Warranties Accurate. The representations and warranties of the Company and the representations and warranties of the Sellers Buyer (i) with respect to Sections 4.1 6.1 (Organization), 4.2 6.2(a) (Binding ObligationsCapitalization), 4.5 (The Shares), 5.1 (Organization and Qualification), 5.2(a) (Capitalization of the Company), 5.3(a) (Subsidiaries), 5.4 6.3 (Binding Obligation), ) and 5.18 6.10 (Brokers) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), and (ii) each of the other representations and warranties of the Company and of the Sellers Buyer shall be true and correct (without giving effect to any exception or qualification contained therein relating to materiality or a Buyer Material Adverse Effect) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, or would not be reasonably expected to have, a Buyer Material Adverse Effect.

Representations and Warranties Accurate. The Each of the (i) Buyer Fundamental Representations shall be true and correct, in each case on and as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of the Company and the representations and warranties of the Sellers (i) with respect to Sections 4.1 (Organizationsuch earlier date), 4.2 in all material respects, (Binding Obligations), 4.5 (The Shares), 5.1 (Organization ii) the representation and Qualification), 5.2(a) (Capitalization of the Company), 5.3(a) (Subsidiaries), 5.4 (Binding Obligation), and 5.18 (Brokerswarranty contained in Section 6.6(b) shall be true and correct correct, on and as of the date of this Agreement Closing Date as though made on and as of the Closing Date, in all respects and (iii) other representations and warranties of the Buyer contained in Article 6 shall be true and correct (disregarding any qualification as if made to “materiality” or “Company Material Adverse Effect” (or similar concept)), in each case on and as of such date the Closing Date as though made on and as of the Closing Date (except for those such representations and warranties which address matters only as of expressly stated to relate to an earlier date date, in which shall have been true and correct case, as of such earlier date); provided, and however, that clause (iiiii) each of the other representations and warranties of the Company and of the Sellers this condition shall be true and correct (without giving effect to any exception or qualification contained therein relating to materiality or a Material Adverse Effect) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii) where considered satisfied unless the failure of such representations and or warranties to be true and correct, individually or in the aggregate, has not hadprevented or delayed, or would not reasonably be reasonably expected to haveprevent or delay, a Material Adverse Effectthe ability of the Buyer to consummate the Transactions.

Representations and Warranties Accurate. The representations and warranties of the Company and the representations and warranties of the Sellers (i) with respect to Sections 4.1 (Organization), 4.2 (Binding Obligations), 4.5 (The Shares), 5.1 (Organization and Qualification), 5.2(a) (Capitalization of the Company), 5.3(a) 5.3 (Subsidiaries), 5.4 (Binding Obligation), ) and 5.18 5.19 (Brokers) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), and (ii) each of the other representations and warranties of the Company and of the Sellers shall be true and correct in all material respects (without giving effect to any exception or qualification contained therein relating to materiality or a Material Adverse Effect) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct in all material respects as of such earlier date), except in the case of this clause (ii) where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, or would not be reasonably expected to have, a Material Adverse Effect.

Representations and Warranties Accurate. The Each of the representations and warranties of the Company contained in Article 4 (other than Fundamental Representations and the representations and warranties of the Sellers (i) with respect to Sections 4.1 (Organization), 4.2 (Binding Obligations), 4.5 (The Shares), 5.1 (Organization and Qualification), 5.2(a) (Capitalization of the Company), 5.3(a) (Subsidiaries), 5.4 (Binding Obligation), and 5.18 (Brokers) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), and (ii) each of the other representations and warranties representation of the Company and of the Sellers in Section 4.21(a)) shall be true and correct (without giving effect to any exception or qualification contained therein relating to materiality or a Material Adverse EffectEffect qualifiers set forth therein) in all respects, in each case on and as of the date of this Agreement hereof and on and as of the Closing Date, Date as if though made on and as of such date the Closing Date (except for those such representations and warranties which address matters only as of expressly stated to relate to an earlier date date, in which shall have been true and correct case, as of such earlier date), except in the case of this clause (ii) where the failure of such representations and or warranties to be so true and correctcorrect has not had and would not reasonably be expected to have, individually or in the aggregate, has not had, or would not be reasonably expected to have, a Material Adverse Effect. Each of the Fundamental Representations and the representation contained in Section 4.21(a) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties expressly stated to relate to a specific date, in which case such representations and warranties shall be true and correct in all respects on such earlier date), except, with respect to the first sentence of Section 4.2 only, for de minimis exceptions.

Representations and Warranties Accurate. The Each of the (i) Seller Fundamental Representations shall be true and correct, in each case on and as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of the Company and the representations and warranties of the Sellers (i) with respect to Sections 4.1 (Organizationsuch earlier date), 4.2 in all material respects, (Binding Obligations), 4.5 (The Shares), 5.1 (Organization ii) the representation and Qualification), 5.2(a) (Capitalization of the Company), 5.3(a) (Subsidiaries), 5.4 (Binding Obligation), and 5.18 (Brokerswarranty contained in Section 5.8(b) shall be true and correct correct, on and as of the date of this Agreement Closing Date as though made on and as of the Closing Date, in all respects and (iii) other representations and warranties of the Seller, the Guarantor and the Company contained in Article 4 and Article 5 shall be true and correct (disregarding any qualification as if made to “materiality” or “Company Material Adverse Effect” (or similar concept)), in each case on and as of such date the Closing Date as though made on and as of the Closing Date (except for those such representations and warranties which address matters only as of expressly stated to relate to an earlier date date, in which shall have been true and correct case, as of such earlier date), and in all respects; provided, however, that clause (iiiii) each of the other representations and warranties of the Company and of the Sellers this condition shall be true and correct (without giving effect to any exception or qualification contained therein relating to materiality or a Material Adverse Effect) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii) where considered satisfied unless the failure of such representations and or warranties to be true and correct, has had or would reasonably be expected to have, individually or in the aggregate, has not had, or would not be reasonably expected to have, a Company Material Adverse Effect.