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

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Sellers contained in ARTICLE II and elsewhere in this Agreement and all information contained in any exhibit, certificate, schedule or attachment hereto or in any writing delivered by, or on behalf of, the Sellers or the Company to the Purchaser, shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality", "material adverse effect" or "material adverse change" set forth therein) does not have, and is not likely to have, individually or in the aggregate, a Material Adverse Effect on the Sellers or the Company. The Sellers and the Company shall have performed and complied with all agreements, covenants and conditions and shall have made all deliveries required by this Agreement to be performed, delivered and complied with by them prior to the Closing Date. Each of the Sellers and the president of the Company (on behalf of the Company) shall have executed and delivered to the Purchaser a certificate, dated the Closing Date, certifying to the foregoing.

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Sellers contained in ARTICLE Article II and elsewhere in this Agreement and all information contained in any exhibit, certificate, schedule or attachment hereto or in any writing delivered by, or on behalf of, the Sellers or the Company to the Purchaser, shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality", "material adverse effect" or "material adverse change" set forth therein) does not have, and is not likely to have, individually or in the aggregate, a Material Adverse Effect on the Sellers or the Company. The Sellers and the Company shall have performed and complied with all agreements, covenants and conditions and shall have made all deliveries required by this Agreement to be performed, delivered and complied with by them prior to the Closing Date. Each of the Sellers and the president of the Company (on behalf of the Company) shall have executed and delivered to the Purchaser a certificate, dated the Closing Date, certifying to the foregoing.

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Sellers and the Company contained in ARTICLE II and elsewhere in this Agreement and all information contained in any exhibit, certificate, schedule or attachment hereto or in any writing delivered by, or on behalf of, the Sellers or the Company to the Purchaser, shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality", "material adverse effect" or "material adverse change" set forth therein) does not have, and is not likely to have, individually or in the aggregate, a Material Adverse Effect on the Sellers Sellers, the Company or the CompanyPurchaser. The Sellers and the Company shall have performed and complied with all agreements, covenants and conditions and shall have made all deliveries required by this Agreement to be performed, delivered and complied with by them prior to the Closing Date. Each of the Sellers and the president of the Company (on behalf of the Company) shall have executed and delivered to the Purchaser a certificate, dated the Closing Date, certifying to the foregoing.

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Sellers Seller and the Companies contained in ARTICLE II and elsewhere in this Agreement and all information contained in any exhibit, certificate, schedule or attachment hereto or in any writing delivered by, or on behalf of, the Sellers Seller or the Company Companies to the Purchaser, shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality", "material adverse effect" or "material adverse change" set forth therein) does not have, and is not likely to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Sellers Seller or any of the CompanyCompanies. The Sellers Seller and each of the Company Companies shall have performed and complied with all agreements, covenants and conditions and shall have made all deliveries required by this Agreement to be performed, delivered and complied with by them prior to the Closing Date. Each of the Sellers Seller and the president of the Company (on behalf each of the Company) Companies shall have executed and delivered to the Purchaser a certificate, dated the Closing Date, certifying to the foregoing.