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

Representations and Warranties and Covenants of Buyer. (i) At the Closing, (A) the Buyer Fundamental Representations shall be true and correct in all material respects (provided that if such Buyer Fundamental Representation is subject to a materiality threshold, such Buyer Fundamental Representation shall be true and correct in all respects) as though made at and as of the Closing Date (except 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 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 the Closing Date (except that to the extent such representations and warranties expressly relate to a specified date, such representations and warranties shall be true as of such specified date), except to the extent that breaches thereof have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby;

Representations and Warranties and Covenants of Buyer. (i) At the Closing, The representations and warranties of Buyer contained in this Agreement (A) the Buyer Fundamental Representations shall be true and correct in all material respects (provided that if such Buyer Fundamental Representation is subject to a materiality threshold, such Buyer Fundamental Representation shall be true and correct in all respects) as though made at and as of the Closing Date (except 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) other than the representations and warranties of Buyer set forth in this Agreement other than the Buyer Fundamental Representations 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 (without giving in all respects as of the Closing Date with the same effect to any “materiality” or “material adverse effect” qualifiers set forth therein) as though made at and as of the Closing Date such date (except that to the extent such those representations and warranties expressly relate to that address matters only as of a specified date, such representations and warranties which shall be true and correct in all respects as of such that specified date), except where the failure of such representations and warranties to the extent that breaches thereof have not had, be true and correct would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyTransactions; 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 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);

Representations and Warranties and Covenants of Buyer. (i) At the Closing, The representations and warranties of Buyer contained in this Agreement (A) the Buyer Fundamental Representations shall be true and correct in all material respects (provided that if such Buyer Fundamental Representation is subject to a materiality threshold, such Buyer Fundamental Representation shall be true and correct in all respects) as though made at and as of the Closing Date (except 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) other than the representations and warranties of Buyer set forth in this Agreement other than the Buyer Fundamental Representations 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 (without giving in all respects as of the Closing Date with the same effect to any “materiality” or “material adverse effect” qualifiers set forth therein) as though made at and as of the Closing Date such date (except that to the extent such those representations and warranties expressly relate to that address matters only as of a specified date, such representations and warranties which shall be true and correct in all respects as of such that specified date), except where the failure of such representations and warranties to the extent that breaches thereof have not had, be true and correct would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby;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 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); (ii) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; and (iii) Buyer shall have delivered to the Sellers a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in clauses (i) and (ii) have been satisfied. (b)

Representations and Warranties and Covenants of Buyer. (i) At The representations and warranties of Buyer contained in Section 4.1, Section 4.2, Section 4.5(c) and Section 4.12 (collectively, the Closing, (A) the “Buyer Fundamental Representations Representations”) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made on the Closing Date (provided except for representations and warranties that if such Buyer Fundamental Representation is subject to a materiality thresholdexpressly speak as of an earlier date, such Buyer Fundamental Representation which representations and warranties shall be true and correct as of such specified date). The representations and warranties of Buyer contained in all respects) Article IV (other than the Buyer Fundamental Representations), without giving effect to any materiality or similar qualifications therein, shall be true and 50213729.30 correct as though of the date hereof and as of the Closing Date as if made at on and as of the Closing Date (except 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 for representations and warranties 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 that expressly speak as of the Closing Date (except that to the extent such representations and warranties expressly relate to a specified an earlier date, such which representations and warranties shall be true as of such specified date), except for such failures to the extent be true and correct that breaches thereof have not haddo not, and would not reasonably be expected to haveto, individually or in the aggregate, a material adverse effect on materially impair or delay Buyer’s ability to consummate the transactions contemplated herebyby this Agreement and the Ancillary Agreements;