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

Representations and Warranties and Covenants of Seller. (i) The representations and warranties of Seller contained in Section 3.2, Section 3.3 and Section 3.10(a) (collectively the “Specified Representations”) shall be accurate in all 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 that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date. (ii) Except for the Specified Representations, the representations and warranties of Seller contained in Article III shall be accurate in all 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 that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date), other than, in each case, for inaccuracies of such representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality and similar qualifications contained in such representations and warranties shall be disregarded); (iii) Seller 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. (iv) The Acquired Companies shall not have any Indebtedness. (v) Seller shall have delivered to Buyer a certificate of Seller, dated the Closing Date, to the effect of the foregoing clauses (i) through (iv).

Representations and Warranties and Covenants of Seller. (i) The representations and warranties of Seller contained in Section 3.23.1 (Due Organization of Seller Entities), Section 3.3 3.2 (Authorization of Transaction by Seller), Section 3.6 (Capital Structure) (other than the last two sentences thereof), the first sentence of Section 3.12 (Absence of Certain Changes) and Section 3.10(a) 3.18 (collectively the “Specified Representations”Brokers’ Fees) shall be accurate in all respects true and correct as of the date made of this Agreement and as of the Closing Date with the same effect as though made at on 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. (ii) Except for the Specified Representations, the Closing Date. The representations and warranties of Seller contained in Article III of this Agreement (other than those representations and warranties referred to in the immediately preceding sentence), without giving effect to any materiality or Material Adverse Effect qualifications therein, shall be accurate in all respects true and correct as of the date made of this Agreement and as of the Closing Date with the same effect as though made at on and as of such date the Closing Date (except that the accuracy of for representations and warranties that by their terms expressly speak as of a specified date will an earlier date, which representations and warranties shall be determined true as of such specified date), other than, in each case, except for inaccuracies of such representations or warranties the circumstances giving rise failures to which, individually or in the aggregate, do not constitute be true and could correct as would not reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality and similar qualifications contained in such representations and warranties shall be disregarded); (iiiii) Seller shall have in all material respects performed the all obligations and complied with the all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing.; and (iv) The Acquired Companies shall not have any Indebtedness. (viii) Seller shall have delivered to Buyer a certificate of Seller, dated the Closing Date, certifying to the effect fulfillment of the conditions specified in the foregoing clauses (i) through and (ivii).

Representations and Warranties and Covenants of Seller. (i) The representations and warranties of Seller contained in Section 3.2this Agreement, Section 3.3 and Section 3.10(a) (collectively the “Specified Representations”) without giving effect to any materiality or Material Adverse Effect qualifications therein, shall be accurate in all respects true and correct as of the date made of this Agreement and as of the Closing Date with the same effect as though made 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. (ii) Except for the Specified Representations, the representations and warranties of Seller contained in Article III shall be accurate in all respects as of the date made on and as of the Closing Date with the same effect as though made at and as of such date (except that the accuracy of for representations and warranties that by their terms expressly speak as of a specified date will be determined as of such an earlier date), other than, in each case, for inaccuracies of such representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality and similar qualifications contained in such which representations and warranties shall be disregardedtrue as of such specified date), except for such failures to be true and correct as would not in the aggregate have a Material Adverse Effect; provided, however, that notwithstanding the foregoing, the Seller 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; (iiiii) Seller shall have in all material respects performed the all obligations and complied with the all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing.; (iii) Except as set forth in Section 3.1(m) of the Seller Disclosure Schedule and otherwise expressly contemplated hereby, there will not have occurred any Material Adverse Effect since the Balance Sheet Date; (iv) The Acquired Companies shall not have any Indebtedness. (v) Seller shall have delivered to Buyer a certificate of Seller, dated the Closing Date, to the effect of the foregoing clauses (i) through and (ivii); and (v) Seller shall have delivered to Buyer a FIRPTA certificate issued by the Company pursuant to Treasury regulations section 1.897-2(h), certifying that interests in the Company are not U.S. real property interests and otherwise satisfying the requirements of Treasury regulations section 1.1445-2(c)(3).

Representations and Warranties and Covenants of Seller. 50213729.30 (i) The representations and warranties of Seller contained in Section 3.23.1, Section 3.3 3.2 Section 3.6(d) and Section 3.10(a) 3.24 (collectively collectively, the “Specified Seller Fundamental Representations”) shall be accurate true and correct in all respects as of the date made hereof and as of the Closing Date with the same effect as though if made at on and as of such date, the Closing Date (except that the accuracy of for representations and warranties that by their terms speak as of a specified date will an earlier date, which representations and warranties shall be determined true and correct as of such specified date. (ii) Except for the Specified Representations, the ). The representations and warranties of Seller contained in Article III (other than the Seller Fundamental Representations and the representation and warranty set forth in clause (b) of Section 3.8), without giving effect to any materiality (other than the use of the defined term “Material Contract”) or Material Adverse Effect or similar qualifications therein, shall be accurate true and correct as of the date hereof and as of the Closing Date as 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 that do not, and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The representation and warranty of Seller contained in clause (b) of Section 3.8 shall be true and correct in all respects as of the date of the Closing Date as though made on and as of the Closing Date with the same effect as though made 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), other than, in each case, for inaccuracies of such representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality and similar qualifications contained in such representations and warranties shall be disregarded)Date; (iiiii) The covenants and agreements of Seller 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.Closing shall have been performed or complied with in all material respects; and (iv) The Acquired Companies shall not have any Indebtedness. (viii) Seller shall have delivered to Buyer a certificate of Seller, dated the Closing DateDate and executed by a duly authorized executive officer of Seller, to the effect of the foregoing clauses (i) through and (ivii).

Representations and Warranties and Covenants of Seller. (i) The representations and warranties of Seller contained (A) set forth in this Agreement (other than those set forth in Section 3.23.2(a), Section 3.3 and the first and second sentence of Section 3.10(a3.9 which are addressed in clause (B) (collectively the “Specified Representations”below) shall be accurate true and correct in all respects (without giving effect to any qualifications as to materiality or Material Adverse Effect set forth therein) as of the date made hereof and as of the Closing Date with the same effect as though made at and as of such date, (except that the accuracy of for representations and warranties that by their terms speak made as of a specified date will date, which need only be determined true and correct as of such date. (ii) Except for the Specified Representations, the representations and warranties of Seller contained in Article III shall be accurate in all 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 that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date), other than, in each case, than for inaccuracies of any such representations or warranties the circumstances giving rise failures to which, individually or in the aggregate, do not constitute be true and could correct as would not reasonably be expected to have a Material Adverse Effect Effect, (it being understood thatB) set forth in Section 3.2(a), Section 3.3 and the second sentence of Section 3.9 shall be true and correct in all respects as of the date hereof and as of the Closing Date (except for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality and similar qualifications contained in such representations and warranties made as of a specified date, which need only be true and correct as of such specified date) and (C) set forth in the first sentence of Section 3.9 shall be disregardedtrue and correct in all material respects as of the date hereof and as of the Closing Date (without giving effect to any qualifications as to materiality set forth therein); (iiiii) Seller 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 Seller at or prior to the Closing.; and (iviii) The Acquired Companies shall not have any Indebtedness. (v) Seller shall have delivered to Buyer a certificate of SellerFrom March 31, dated 2016 until the Closing Date, to the effect of the foregoing clauses (i) through (iv)there shall not have occurred a Material Adverse Effect.

Representations and Warranties and Covenants of Seller. (i) The At the Closing, (A) the Seller Fundamental Representations and the representations and warranties of Seller contained in Section 3.24.6(b) as they relate to the Suzlon Agreements shall be true and correct in all material respects (provided that if such Seller Fundamental Representations or such representations and warranties in Section 4.6(b) are subject to a Material Adverse Effect or other materiality threshold, such Seller Fundamental Representations or such representations and warranties in Section 3.3 and Section 3.10(a) (collectively the “Specified Representations”4.6(b) shall be accurate true and correct in all respects as of the date made and as of the Closing Date with the same effect respects) as though made at and as of such date, the Closing Date (except that to the accuracy of extent such Seller Fundamental Representations or such representations and warranties that by their terms speak as of in Section 4.6(b) expressly relate to a specified date will date, such Seller Fundamental Representations or such representations and warranties in Section 4.6(b) shall be determined true as of such specified date. ), and (iiB) Except for the Specified Representations, the representations and warranties of Seller contained set forth in Article III this Agreement other than the Seller Fundamental Representations and the representations and warranties of Seller in Section 4.6(b) as they relate to the Suzlon Agreements shall be accurate in all respects as of the date made true and as of the Closing Date with the same correct (without giving effect to any “materiality,” “material adverse effect,” or “Material Adverse Effect” qualifiers set forth therein) as though made at and as of such date the Closing Date (except that to the accuracy of extent such representations and warranties that by their terms speak as of expressly relate to a specified date will date, such representations and warranties shall be determined true as of such specified date), other thanexcept to the extent that breaches thereof have not had, in each case, for inaccuracies of such representations or warranties the circumstances giving rise and would not reasonably be expected to whichhave, individually or in the aggregate, do not constitute and could not reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality and similar qualifications contained in such representations and warranties shall be disregarded); (iiiii) Seller 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.Closing (other than the obligations, covenants and conditions set forth in Section 6.12(i)); and (iv) The Acquired Companies shall not have any Indebtedness. (viii) Seller shall have delivered to Buyer a certificate signed by an officer of Seller, dated as of the Closing Date, to that the effect of the foregoing clauses (iconditions set forth in Section 7.2(a)(i) through (iv)and Section 7.2(a)(ii) have been satisfied.