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

Representations and Warranties; Covenants and Agreements. The representations and warranties of Purchaser contained in this Agreement shall have been true and correct at the date hereof and except for changes contemplated in this Agreement, shall have been true and correct as of the Closing Date, with the same force and effect as if made at and as of the Closing Date, except in each case where the failure to be true and correct would not reasonably be expected to have a material adverse effect on the Sellers, provided, however, that representations and warranties that are confined to a specified date shall speak only as of such date and all “material,” “in all material respects,” “material adverse effect,” “immaterial,” “materially” and similar materiality qualifiers in Article III, shall be ignored for purposes of this Section 5.3(b). Purchaser shall have performed or complied (or cured any noncompliance) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date. Purchaser shall deliver to the Sellers a certificate, dated as of the Closing Date, executed on its behalf by an authorized officer, to the effect that the conditions specified in this Section 5.3(b) have been satisfied.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Purchaser Acquiror and Newco contained in this Agreement (i) shall have been true and correct at the date hereof and (ii), except for changes contemplated in this AgreementAgreement and where the failure of which could not be reasonably expected to have an Acquiror Material Adverse Effect, shall have been also be true and correct in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date, except in each case where the failure to be true and correct would not reasonably be expected to have a material adverse effect on the Sellers, provided, however, that representations and warranties that are confined to a specified date shall speak only as of such date and all “"material,” “" "in all material respects,” “" "material adverse effect,” “" "immaterial,” “" "materially” " and similar materiality qualifiers in Article IIIIV, shall be ignored for purposes of this Section 5.3(b6.3(b)(ii). Purchaser Acquiror and Newco shall have performed or complied (or cured any noncompliance) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date. Purchaser shall deliver to the Sellers a certificate, dated as of the Closing Date, executed on its behalf by an authorized officer, to the effect that the conditions specified in this Section 5.3(b) have been satisfied.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Purchaser the Company contained in this Agreement (i) shall have been true and correct at the date hereof and (ii), except for changes contemplated in this AgreementAgreement and where the failure of which could not be reasonably expected to have a Material Adverse Effect, it shall have been also be true and correct in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date, except in each case where the failure to be true and correct would not reasonably be expected to have a material adverse effect on the Sellers, provided, however, that representations and warranties that are confined to a specified date shall speak only as of such date and all “material,” “in all material respects,” “material adverse effect,” “immaterial,” “materially” and similar materiality qualifiers in Article III, shall be ignored for purposes of this Section 5.3(b6.2(b)(ii). Purchaser The Company shall have performed or complied (or cured any noncompliance) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it at or prior to the Closing Date. Purchaser shall deliver to the Sellers a certificate, dated as of the Closing Date, executed on its behalf by an authorized officer, to the effect that the conditions specified in this Section 5.3(b) have been satisfied.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Purchaser Acquiror and Newco contained in this Agreement (i) shall have been true and correct at the date hereof and (ii), except for changes contemplated in this AgreementAgreement and where the failure of which could not be reasonably expected to have an Acquiror Material Adverse Effect, shall have been also be true and correct in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date, except in each case where the failure to be true and correct would not reasonably be expected to have a material adverse effect on the Sellers, provided, however, that representations and warranties that are confined to a specified date shall speak only as of such date and all “material,” “in all material respects,” “material adverse effect,” “immaterial,” “materially” and similar materiality qualifiers in Article IIIIV, shall be ignored for purposes of this Section 5.3(b6.3(b)(ii). Purchaser Acquiror and Newco shall have performed or complied (or cured any noncompliance) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date. Purchaser shall deliver to the Sellers a certificate, dated as of the Closing Date, executed on its behalf by an authorized officer, to the effect that the conditions specified in this Section 5.3(b) have been satisfied.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Purchaser the Company contained in this Agreement (i) shall have been true and correct at the date hereof and (ii), except for changes contemplated in this AgreementAgreement and where the failure of which could not be reasonably expected to have a Material Adverse Effect, it shall have been also be true and correct in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date, except in each case where the failure to be true and correct would not reasonably be expected to have a material adverse effect on the Sellers, provided, however, that representations and warranties that are confined to a specified date shall speak only as of such date and all “"material,” “" "in all material respects,” “" "material adverse effect,” “" "immaterial,” “" "materially” " and similar materiality qualifiers in Article III, shall be ignored for purposes of this Section 5.3(b6.2(b)(ii). Purchaser The Company shall have performed or complied (or cured any noncompliance) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it at or prior to the Closing Date. Purchaser shall deliver to the Sellers a certificate, dated as of the Closing Date, executed on its behalf by an authorized officer, to the effect that the conditions specified in this Section 5.3(b) have been satisfied.