Representations and Warranties; Covenants of Seller. (a) Purchaser, to induce Seller to enter into this Agreement and to complete the sale and purchase of the Property hereunder, represents and warrants to Seller as follows:
Representations and Warranties; Covenants of Seller. (i) (A) The representations and warranties of Seller made in clauses (a) and (b) of Section 3.01 (Ownership of Shares) of this Agreement shall be true and correct at and 57 as of the Closing as though made at and as of such time, except for any de minimis inaccuracies, (B) the representations and warranties of Seller made in, solely with respect to Seller, Section 3.02 (Authority; Binding Effect) and Section 3.05 (Brokers) of this Agreement shall be true and correct in all material respects at and as of the Closing as though made at and as of such time, and (C) the representations and warranties of Seller made in Article III of this Agreement (other than those listed in the preceding clauses (A) and (B)) shall be true and correct at and as of the Closing as though made at and as of such time (except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties shall be true and correct at and as of such earlier time), except for such failure to be so true and correct that would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect. (ii) Seller shall have performed or complied in all material respects with each of the obligations and covenants required by this Agreement to be performed or complied with by Seller prior to the Closing. (iii) Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing provisions of Section 8.01(a)(i) (as applicable), Section 8.01(b)(i) and Section 8.01(b)(ii). (c)
Representations and Warranties; Covenants of Seller. (i) (A) The representations and warranties of Seller made in clauses (a) and (b) of Section 3.01 (Ownership of Shares) of this Agreement shall be true and correct at and as of the Closing as though made at and as of such time, except for any de minimis inaccuracies, (B) the representations and warranties of Seller made in, solely with respect to Seller, Section 3.02 (Authority; Binding Effect) and Section 3.05 (Brokers) of this Agreement shall be true and correct in all material respects at and as of the Closing as though made at and as of such time, and (C) the representations and warranties of Seller made in Article III of this Agreement (other than those listed in the preceding clauses (A) and (B)) shall be true and correct at and as of the Closing as though made at and as of such time (except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties shall be true and correct at and as of such earlier time), except for such failure to be so true and correct that would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect.
Representations and Warranties; Covenants of Seller
