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 (A) in Section 3.3(b) and Section 3.3(h) shall be true and correct as of such specified date) and (B) in Section 3.3 (other than those representations and warranties specified in clause (A) above), without giving effect to any materiality qualifications, therein, shall be true and correct 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 in the aggregate prevent or materially impair or delay consummation by Buyer of the transactions contemplated by this Agreement; (ii) Buyer shall have in all material respects performed the obligations and complied with the covenants required by this Agreement to be performed or complied with by it at or prior to the Closing or, if Buyer shall have failed to so perform such obligations or comply with such covenants, such failures shall have been cured; and (iii) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date to the effect of the foregoing clauses (i) and (ii) above.

Representations and Warranties and Covenants of Buyer. The obligations of the Seller 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 the Seller in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer contained (A) set forth in Section 3.3(b) this Agreement qualified as to materiality shall be true and Section 3.3(h) correct, and those not so qualified shall be true and correct as of such specified date) in all material respects, when made and (B) in Section 3.3 (other than those representations at and warranties specified in clause (A) above), without giving effect to any materiality qualifications, therein, shall be true and correct 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 in of such earlier date), and the aggregate prevent or materially impair or delay consummation Seller shall have received a certificate signed by Buyer an authorized officer of Buyer, dated the transactions contemplated by this Agreement;Closing Date, to such effect; and (iib) Buyer shall have performed and complied in all material respects performed the with all obligations and complied with the covenants required by this Agreement to be performed or complied with by it at Buyer on or prior to the Closing orDate, if Buyer and the Seller shall have failed to so perform such obligations or comply with such covenants, such failures shall have been cured; and (iii) Buyer shall have delivered to Seller received a certificate signed by an authorized officer of Buyer, dated the Closing Date Date, to the effect of the foregoing clauses (i) and (ii) abovesuch effect.

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained (A) in Section 3.3(b4.1, Section 4.2, Section 4.5(c) and Section 3.3(h4.12 (collectively, the “Buyer Fundamental Representations”) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made on the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct as of such specified date) ). The representations and (B) warranties of Buyer contained in Section 3.3 Article IV (other than those representations and warranties specified in clause (A) abovethe Buyer Fundamental Representations), without giving effect to any materiality qualifications, or similar qualifications therein, shall be true and 50213729.30 correct as of the date hereof and as of the Closing Date as though if 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 that do not, and would not reasonably be expected to, individually or in the aggregate prevent or aggregate, materially impair or delay consummation by Buyer of Buyer’s ability to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; (ii) The covenants and agreements of Buyer shall have set forth in all material respects performed the obligations and complied with the covenants required by this Agreement to be performed or complied with by it at or prior to the Closing or, if Buyer shall have failed to so perform such obligations or comply with such covenants, such failures shall have been curedperformed or complied with in all material respects; and (iii) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date and executed by a duly authorized officer of Buyer, to the effect of the foregoing clauses (i) and (ii) above).

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained At the Closing, (A) in Section 3.3(b) and Section 3.3(h) the Buyer Fundamental Representations shall be true and correct as of in all material respects (provided that if such specified date) and (B) in Section 3.3 (other than those representations and warranties specified in clause (A) above)Buyer Fundamental Representation is subject to a materiality threshold, without giving effect to any materiality qualifications, therein, such Buyer Fundamental Representation shall be true and correct as of the Closing Date in all respects) as though made on at and as of the Closing Date (except for that to the extent such Buyer Fundamental Representations expressly relate to a specified date, such Buyer Fundamental Representation shall be true as of such specified date), and (B) the representations and warranties that expressly speak of Buyer set forth in this Agreement other than the Buyer Fundamental Representations shall be true and correct (without giving effect to any “materiality” or “material adverse effect” qualifiers set forth therein) as though made at and as of an earlier the Closing Date (except that to the extent such representations and warranties expressly relate to a specified date, which such representations and warranties shall be true as of such specified date), except for such failures to be true the extent that breaches thereof have not had, and correct as would not reasonably be expected to have, individually or in the aggregate prevent or materially impair or delay consummation by Buyer of aggregate, a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreementhereby; (ii) Buyer shall have in all material respects performed the all obligations and complied with the all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing or, if Buyer shall have failed to so perform such obligations or comply with such covenants, such failures shall have been curedClosing; and (iii) Buyer shall have delivered to Seller a certificate of Buyer signed by an officer of Buyer, dated as of the Closing Date to Date, that the effect of the foregoing clauses (iconditions set forth in Section 7.3(a)(i) and (iiSection 7.3(a)(ii) abovehave been satisfied.

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in this Agreement (A) other than the representations and warranties of Buyer set forth in Section 3.3(b4.1 (Due Organization and Good Standing) and Section 3.3(h) shall be true and correct as 4.2 (Authorization of such specified date) and (B) in Section 3.3 (other than those representations and warranties specified in clause (A) aboveTransactions)), without giving effect to any qualification as to materiality qualifications, thereinor words of similar import, shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the Transactions; and the representations and warranties of Buyer set forth in Section 4.1 (Due Organization and Good Standing) and Section 4.2 (Authorization of Transactions), without giving effect to any qualification as to materiality or words of similar import, shall be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date (except for those representations and warranties that expressly speak address matters only as of an earlier a specified date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct in all respects as would not in the aggregate prevent or materially impair or delay consummation by Buyer of the transactions contemplated by this Agreement; that specified date); (ii) Buyer shall have duly performed and complied in all material respects performed the obligations with all agreements, covenants and complied with the covenants conditions required by this Agreement to be performed or complied with by it at or prior to or on the Closing or, if Buyer shall have failed to so perform such obligations or comply with such covenants, such failures shall have been curedDate; and and (iii) Buyer shall have delivered to Seller the Sellers a certificate of Buyercertificate, dated the Closing Date to the effect and signed by a duly authorized officer of Buyer, that each of the foregoing conditions set forth in clauses (i) and (ii) abovehave been satisfied.

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in this Agreement (A) other than the representations and warranties of Buyer set forth in Section 3.3(b4.1 (Due Organization and Good Standing) and Section 3.3(h) shall be true and correct as 4.2 (Authorization of such specified date) and (B) in Section 3.3 (other than those representations and warranties specified in clause (A) aboveTransactions)), without giving effect to any qualification as to materiality qualifications, thereinor words of similar import, shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the Transactions; and the representations and warranties of Buyer set forth in Section 4.1 (Due Organization and Good Standing) and Section 4.2 (Authorization of Transactions), without giving effect to any qualification as to materiality or words of similar import, shall be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date (except for those representations and warranties that expressly speak address matters only as of an earlier a specified date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct in all respects as would not in the aggregate prevent or materially impair or delay consummation by Buyer of the transactions contemplated by this Agreementthat specified date); (ii) Buyer shall have duly performed and complied in all material respects performed the obligations with all agreements, covenants and complied with the covenants conditions required by this Agreement to be performed or complied with by it at or prior to or on the Closing or, if Buyer shall have failed to so perform such obligations or comply with such covenants, such failures shall have been curedDate; and (iii) Buyer shall have delivered to Seller the Sellers a certificate of Buyercertificate, dated the Closing Date to the effect and signed by a duly authorized officer of Buyer, that each of the foregoing conditions set forth in clauses (i) and (ii) abovehave been satisfied.