Common use of Representations and Warranties Accurate Clause in Contracts

Representations and Warranties Accurate. Each of (a) the Fundamental Representations of the Company shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made as of the Closing, except (i) to the extent that any such representation and warranty expressly refers to an earlier date in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) for any de minimis inaccuracy and (b) all other representations and warranties of the Company set forth in Article 4 (other than Fundamental Representations of the Company) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made as of the Closing (except to the extent that any such representation and warranty expressly refers to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of the Company to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect.

Representations and Warranties Accurate. Each of (a) the Fundamental Representations of the Company Parent and Merger Subs shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made as of the Closing, except (i) to the extent that any such representation and warranty expressly refers to an earlier date date, in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) for any de minimis inaccuracy and (b) all other representations and warranties of the Company Parent and Merger Subs set forth in Article 4 5 (other than Fundamental Representations of the CompanyParent and Merger Subs) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made as of the Closing (except to the extent that any such representation and warranty expressly refers to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of the Company Parent and Merger Subs to be so true and correct would not reasonably be expected to have a Company Parent Material Adverse Effect.

Representations and Warranties Accurate. Each of the representations and warranties of (a) the Fundamental Representations of the Company shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made as of the Closing, except (i) to the extent that any such representation and warranty expressly refers to an earlier date in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) for any de minimis inaccuracy and (b) all other representations and warranties of the Company set forth in Article 4 (other than Fundamental Representations of the Companyand Section 4.20(b)) shall be true and correct (without giving effect to any limitation as to “materiality” materiality or “Material Adverse Effect” or any similar limitation contained Effect qualifiers set forth therein) in such representations and warranties) as of the date of this Agreement all respects, in each case on and as of the Closing Date, Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to the extent that any such representation and warranty expressly refers relate to an earlier date, in which case such representation and warranty shall be true and correct case, as of such earlier date), except where the failure of such representations and or warranties of the Company to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect and (b) the Blocker Seller contained in Article 5 shall be true and correct in all material respects (without giving effect to any materiality qualifiers) 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 material respects on such earlier date). Each of the Fundamental Representations made by the Company shall be true and correct in all material respects 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 material respects on such earlier date) and the representation and warranty in Section 4.20(b) shall be true and correct in all respects as of the Closing Date.

Representations and Warranties Accurate. Each (i) The representations and warranties of the Company set forth in this Agreement (aother than the Fundamental Representations of the Company and the representation and warranty set forth in Section 4.21(b)) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such date) (without giving effect to any materiality or Material Adverse Effect qualifications contained therein), except for such failures to be true and correct which, individually or in the aggregate, would not result in a Material Adverse Effect; (ii) the Fundamental Representations of the Company shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement material respects, at and as of the Closing Date, Date as though made as on the Closing Date (except for Fundamental Representations of the ClosingCompany expressly stated to relate to a specific date, except (i) to the extent that any such representation and warranty expressly refers to an earlier date in which case such representation representations and warranty warranties shall be true and correct as of in all material respects on such earlier date, ); (iii) the representation and (ii) for any de minimis inaccuracy and (b) all other representations and warranties warranty of the Company set forth in Article 4 Section 4.2 shall be true and correct in all respects (other than Fundamental Representations except for de minimis inaccuracies), at and as of the CompanyClosing Date as though made on the Closing Date and (iv) the representation and warranty of the Company set forth in Section 4.21(b) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in such representations and warranties) as of the date of this Agreement all respects, at and as of the Closing Date, Date as though made as of on the Closing (except to the extent that any such representation and warranty expressly refers to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of the Company to be so true and correct would not reasonably be expected to have a Company Material Adverse EffectDate.