Common use of Representations and Warranties and Covenants of Buyer Clause in Contracts

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to any materiality or similar qualifications therein, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct as would not materially impair or prevent Buyer’s ability to consummate the transactions contemplated by this Agreement; (ii) Buyer shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and (iii) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date certifying to the fulfillment of the conditions specified in the foregoing clauses (i) and (ii).

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to any materiality that are (i) qualified by “materiality” or similar qualifications therein, qualifiers shall be true and correct accurate as of the date of this Agreement made and as of the Closing Date with the same effect as though made on at and as of such date, except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date; and (ii) not qualified by “materiality” or similar qualifiers shall be accurate in all material respects as of the date made and as of the Closing Date (with the same effect as though made at and as of such date, except for representations that the accuracy of representation and warranties that expressly by their term speak as of an earlier date, which representations and warranties shall a specified date will be true determined as of such specified date), except for such failures to be true and correct as would not materially impair or prevent Buyer’s ability to consummate the transactions contemplated by this Agreement;. (ii) Buyer shall have in all material respects performed all the obligations and complied with all the covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and. (iii) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date certifying to the fulfillment effect of the conditions specified in the foregoing clauses (i) and (ii).

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to any materiality or similar Material Adverse Effect qualifications therein, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which such representations and warranties shall be true as of such specified date), except for such failures to be true and correct as would not in the aggregate prevent or materially impair or prevent Buyer’s ability to consummate delay consummation by Buyer of the transactions contemplated by this Agreement; (ii) Buyer shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and (iii) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date certifying to the fulfillment effect of the conditions specified in the foregoing clauses (i) and (ii).

Representations and Warranties and Covenants of Buyer. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (iany or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer contained set forth in Article IV of this AgreementAgreement qualified as to materiality shall be true and correct, without giving effect to any materiality or similar qualifications therein, and those not so qualified shall be true and correct as of the date of this Agreement in all material respects, when made and at and as of the Closing Date as though made on and as of the Closing Date (Date, except for to the extent such representations and warranties that expressly speak as of relate to an earlier date, date (in which case such representations and warranties qualified as to materiality shall be true as of such specified date)and correct, except for such failures to and those not so qualified shall be true and correct in all material respects, on and as would not materially impair or prevent Buyer’s ability to consummate the transactions contemplated by this Agreement;of such earlier date); and (iib) Buyer shall have performed and complied in all material respects performed with all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at each Buyer on or prior to the Closing; and (iii) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date certifying to the fulfillment of the conditions specified in the foregoing clauses (i) and (ii)Date.

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to any materiality or similar qualifications therein, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which such representations and warranties shall be true as of such specified date), except for such failures to be true and correct as would not in the aggregate prevent or materially impair or prevent Buyer’s ability to consummate delay consummation by Buyer of the transactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, the Buyer Specified Representations shall be true and correct in all material respects or, if qualified by materiality or material adverse effect, shall be true and correct in all respects; (ii) Buyer shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and (iii) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date certifying to the fulfillment effect of the conditions specified in the foregoing clauses (i) and (ii).