Common use of Representations and Warranties; Covenants and Agreements Clause in Contracts

Representations and Warranties; Covenants and Agreements. (a) Except as set forth in Section 6.1(b), the representations and warranties of the Company contained in this Agreement and in any certificate or document executed and delivered by the Company pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shall, without giving effect to any limitation as to materiality set forth herein or therein, have been true and correct in all material respects as of such particular date, and the Purchaser shall have received a certificate, dated the Closing Date, signed by the Company to such effect. (b) The representations and warranties of the Company contained in Sections 3.1 (a)-(c), in each case, shall be true and accurate in all respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shall have been true and correct in all respects as of such particular date, and the Purchaser shall have received a certificate, dated the Closing Date, signed by the Company to such effect. (c) The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date and the Purchaser shall have received a certificate, dated the Closing Date, signed by the Company to such effect.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Seller made in Article VII of this Agreement (a) Except as set forth in Section 6.1(b), other than the representations and warranties of the Company contained Seller made in this Agreement and in any certificate or document executed and delivered by the Company pursuant to this Agreement, in each case, Section 7.02) (without giving effect regard to any limitation qualifications therein as to materiality set forth herein or therein, Seller Material Adverse Effect) shall be true and accurate in all material respects on correct as of the date of this Agreement and as of the Initial Closing Date with the same force and effect as though if made on and as of the Initial Closing Date, except for those that the accuracy of representations and warranties which address matters only that by their terms speak as of a particular specified date will be determined as of such date, which ; provided that this condition shall be deemed satisfied unless the failure of any such representations and warranties shall, without giving effect to any limitation as to materiality set forth herein or therein, have been be so true and correct is, individually or in all material respects as of such particular datethe aggregate, and the Purchaser shall reasonably likely to have received a certificate, dated the Closing Date, signed by the Company to such effect. (b) Seller Material Adverse Effect. The representations and warranties of the Company contained Seller made in Sections 3.1 (a)-(c), in each case, Section 7.02 shall be true and accurate in all respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shall have been true and correct in all respects as of such particular datethe date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date. Seller shall have performed, and the Purchaser shall have received a certificatecaused the Selling Subsidiaries to have performed, dated the Closing Date, signed by the Company to such effect. (c) The Company shall have performed and complied in all material respects with respects, all covenants and agreements contained in the Transaction Agreements required by this Agreement to be performed by Seller or complied with the Selling Subsidiaries, as the case may be, by the Company on or prior to time of the Closing Date Initial Closing, including the entrance into the Transaction Agreements, each of which shall remain in full force and effect at the Purchaser time of the Initial Closing. Seller shall have received delivered to Purchaser a certificatecertificate of an authorized officer of Seller, dated as of the Initial Closing Date, signed by to the Company to such effecteffect that the conditions set forth in this Section 8.01(a) have been satisfied.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Purchaser made in Article VI of this Agreement (a) Except as set forth in Section 6.1(b), other than the representations and warranties of the Company contained Purchaser made in this Agreement and in any certificate or document executed and delivered by the Company pursuant to this Agreement, in each case, Section 6.02) (without giving effect regard to any limitation qualifications therein as to materiality set forth herein or therein, Purchaser Material Adverse Effect) shall be true and accurate in all material respects on correct as of the date of this Agreement and as of the Initial Closing Date with the same force and effect as though if made on and as of the Initial Closing Date, except for those that the accuracy of representations and warranties which address matters only that by their terms speak as of a particular specified date will be determined as of such date, which ; provided that this condition shall be deemed satisfied unless the failure of any such representations and warranties shall, without giving effect to any limitation as to materiality set forth herein or therein, have been be so true and correct is, individually or in all material respects as of such particular datethe aggregate, and the reasonably likely to have a Purchaser shall have received a certificate, dated the Closing Date, signed by the Company to such effect. (b) Material Adverse Effect. The representations and warranties of the Company contained Purchaser made in Sections 3.1 (a)-(c), in each case, Section 6.02 shall be true and accurate in all respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties shall have been true and correct in all respects as of such particular date, the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date. Purchaser shall have received a certificateperformed, dated the Closing Date, signed by the Company to such effect. (c) The Company and shall have performed and complied caused the Purchasing Subsidiaries to have performed, in all material respects with respects, all covenants and agreements contained in the Transaction Agreements required by this Agreement to be performed by Purchaser or complied with the Purchasing Subsidiaries, as the case may be, by the Company on or prior to time of the Closing Date Initial Closing, including the entrance into the Transaction Agreements, each of which shall remain in full force and effect at the time of the Initial Closing. Purchaser shall have received delivered to Seller a certificatecertificate of an authorized officer, dated as of the Initial Closing Date, signed by to the Company to such effecteffect that the conditions set forth in this Section 9.01(a) have been satisfied.