Common use of Representations and Warranties; Covenants Clause in Contracts

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closing.

Representations and Warranties; Covenants. (i) The representations and warranties of Purchaser made by the Company and Seller in Section 3.5(a6.01 and Section 6.02(a)(i) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the date hereof and as time of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to without taking into account any materiality set forth qualification therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in . In the case of clause (iiieach representation and warranty in Article VI other than Section 6.01 and Section 6.02(a)(i), to the extent the failure of such representations and warranties shall be true and correct as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such datesearlier date), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and Seller without taking into account any materiality qualification therein. Purchaser shall have duly performed or complied with, in all material respects, respects with all of the covenants, obligations and conditions covenants required by this Agreement to be performed or complied with by them under Purchaser by the terms time of this Agreement on or prior to or at the Closing. Purchaser shall have delivered to Seller a certificate dated the Closing Date and signed by an authorized officer of Purchaser confirming the foregoing. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company Acquiror contained in this Agreement (other than Section 4.01, Section 4.02, and Seller in Section 3.5(a4.03) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects correct as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing Date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) other than the representations and warranties made by the Company as of another stated date, which representations and Seller in Section 3.2 and by Seller in Section 4.2 warranties shall have been true and accurate correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or “Acquiror Material Adverse Effect” set forth therein), individually or in all material respects the aggregate has not had, or would not reasonably be expected to have, an Acquiror Material Adverse Effect; (ii) Section 4.01, Section 4.02 and Section 4.03 shall have been true and correct as of the date hereof and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those other than the representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be shall have been true and correct as of such dates, individually date) in all respects; (iii) all of the obligations of the Acquiror to be performed or complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully performed and complied with in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectall material respects; and (iv) the Company and Seller Parent shall have duly performed or complied with, in all material respects, all received a certificate dated the Closing Date of the covenantsAcquiror signed by a duly authorized executive officer of the Acquiror stating that the conditions specified in clauses (i), obligations (ii) and conditions to be performed or complied with by them under the terms (iii) of this Agreement on Section 8.02(a) have been waived or prior to or at the Closingsatisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company Parent and the Seller contained in this Agreement (other than Section 3.5(a3.01, Section 3.02, Section 3.03(a) and (b), and Section 3.04(a) (in each case, only to the first sentence of Section 3.10(cextent applicable to the Seller and the Company) and by Seller Section 4.01, Section 4.02 and Section 4.03(a) (in Section 4.5 each case, only to the extent applicable to the Parent)) shall have been true and accurate correct as of the 175 date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or “Company Material Adverse Effect” set forth therein), individually or in de minimis respects the aggregate, has not had, or would not reasonably be expected to have, a Company Material Adverse Effect; (ii) Section 3.01, Section 3.02, Section 3.03(a) and (b), and Section 3.04(a) (in each case, only to the extent applicable to the Seller and the Company) and Section 4.01, Section 4.02 and Section 4.03(a) (in each case, only to the extent applicable to the Parent) shall have been true and correct as of the date hereof and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof on and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) other than the other representations and warranties made by the Company as of another stated date, which representations and Seller in this Agreement warranties shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually date) in all respects; (iii) all of the obligations of the Seller and the Parent to be performed or complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully performed and complied with in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectall material respects; and (iv) the Company and Seller Acquiror shall have duly performed or complied with, in all material respects, all received a certificate dated the Closing Date of the covenantsSeller signed by a duly authorized executive officer of the Seller certifying that the conditions specified in clauses (i), obligations (ii) and conditions to be performed or complied with by them under the terms (iii) of this Agreement on Section 9.03(a) have been waived or prior to or at the Closingsatisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Buyer contained herein shall have been true and accurate other than correct in de minimis all respects on and as of the date hereof hereof, and shall be true and correct in all respects on and as of the relevant Closing Date with the same effect as if though such representations and warranties had been made at on and as of such date the relevant Closing Date (except those for representations and warranties that address matters only speak as of a particular specific date or only with respect to a specific period of time, time other than such Closing Date (which need only be true and accurate correct in all respects as of such date or with respect to such periodtime); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate ), other than, in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timecases, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties failures to be true and and/or correct as of such dates, individually or would not in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect; and (iv) Effect on the Company or Buyer's ability to consummate the transactions contemplated hereby; provided, however, that if any of the representations and Seller shall have duly performed warranties is already qualified in any respect by materiality or complied with, as to Material Adverse Effect for purposes of this Section 7.4(a) such materiality or Material Adverse Effect qualification will be in all material respects, all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The covenants and agreements of the covenants, obligations and conditions Buyer to be performed on or complied before the relevant Closing Date in accordance with by them under the terms of this Agreement shall have been duly performed in all respects, other than (except for Buyer's obligation to pay the relevant Purchase Price at the relevant Closing as to which the proviso set forth in this other-than clause shall not apply) for such failures to have been performed as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company's or Buyer's ability to consummate the transactions contemplated hereby; provided, however, that if any such covenant or agreement is already qualified in any respect by materiality or as to Material Adverse Effect for purposes of determining whether this condition has been satisfied, such materiality or Material Adverse Effect qualification will be in all respects ignored and such covenant or agreement shall have been performed in all respects without regard to such qualification (but subject to the overall exception as to Material Adverse Effect set forth immediately prior to or this proviso). Buyer shall have delivered to the Company at the Closingrelevant Closing a certificate of an appropriate officer in form and substance reasonably satisfactory to the Company dated the relevant Closing Date to such effect.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and Seller in Section 3.5(a(x) and in the first sentence Each of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made of GE contained in Section 3.01 (Incorporation, Qualification and Authority of the Sellers), Section 3.02 (Capitalization of Altair U.S.) and Section 3.10(a) (Assets) of this Agreement (without giving effect to any supplement to the Disclosure Schedules but after giving effect to any addition by the Company and Seller in Section 3.2 and by Seller in Section 4.2 Sellers to the Transferred Assets) shall have been be true and accurate correct (without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein) in all material respects as of the date hereof and Closing as of if made on the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other than representations and warranties made by the Company as of another date, which representations and Seller in this Agreement warranties shall have been true and accurate correct in all material respects as of such date), and (disregarding for y) all other representations and warranties of GE contained in Article III of this purpose all references Agreement (without giving effect to “material,” any supplement to the Disclosure Schedules) shall be true and correct (without giving effect to any limitations as to materiality or “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date on the Closing Date (except those other than representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother date, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be shall have been true and correct as of such datesdate), except to the extent that, in the case of this clause (y), any breaches of such representations and warranties have not had or would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (ivii) the Company covenants contained in this Agreement to be complied with by GE and Seller the Sellers on or before the Closing shall have duly performed or been complied with, with in all material respects, all of the covenants, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closing.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and Seller of Indemnitor contained in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been this Agreement are true and accurate other than in de minimis respects correct (without giving effect to any limitations as of the date hereof and to materiality) as of the Closing Date as if made at and as of such date on the Closing Date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the other than representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those another date, which representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be were true and correct as of such datesdate), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, has have not had and had, or would not reasonably be expected to have, a Material Adverse Effect, and either (x) if a Seller Liquidation has occurred prior to the Closing, the representations and warranties of FBA contained in this Agreement are true and correct (without giving effect to any limitations as to materiality) as of the date of the Seller Liquidation as if made on such date (other than representations and warranties made as of another date, which representations and warranties were true and correct as of such date), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect or (y) if a Seller Liquidation has not occurred or if a Seller Redemption has occurred, in each case, prior to the Closing, the representations and warranties of FBA contained in this Agreement are true and correct (without giving effect to any limitations as to materiality) as of the Closing as if made on the Closing Date (other than representations and warranties made as of another date, which representations and warranties were true and correct as of such date), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect; and (ivii) the Company covenants contained in this Agreement to be complied with by FBA, the Selling Stockholders and Seller shall Indemnitor on or before the Closing have duly performed or been complied with, with in all material respects, all ; and (iii) Acquiror has received a certificate dated the Closing Date of the covenants, obligations Seller and conditions Indemnitor to be performed or complied with such effect signed by them under the terms a duly authorized senior executive officer of this Agreement on or prior to or at the Closingeach of Seller and Indemnitor."

Representations and Warranties; Covenants. (i) The representations and warranties made by of Seller and the Company made in (i) Section 3.01 (Organization, Standing and Authority; Execution and Delivery; Enforceability), Section 3.03 (Capitalization; Subsidiaries), Section 3.16 (Sufficiency of Assets) or Section 3.19 (Brokers) of this Agreement (each such representation, a “Seller in Section 3.5(aFundamental Representation”) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the date hereof of this Agreement and as of the Closing Date as if though made at and as of such date (time, except those to the extent such representations and warranties that address matters only as of a particular date or only with respect expressly relate to a specific period of timean earlier time (in which case, which need only such representations and warranties shall be true and accurate correct in all respects as of 46 such date or with respect to such periodearlier time); , (iiiii) the other representations and warranties made by the Section 3.12(a) (Absence of Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” ) shall be true and similar qualifications as to materiality set forth therein) on and correct in all respects as of the date hereof of this Agreement and as of the Closing Date as if though made at as of such time and (iii) Article III of this Agreement (other than those listed in the preceding clauses (i) and (ii)) shall be true and correct as of the date of this Agreement and as of such date (except those representations and warranties that address matters only the Closing as of a particular date or only with respect to a specific period of time, which need only be true and accurate though made as of such date or with respect to such period), except, in the case of clause time (iii), except to the extent the failure of such representations and warranties expressly relate to an earlier time, in which case, such representations and warranties shall be true and correct as of such datesearlier time), except for such failure to be so true and correct that has not had or would not be reasonably likely to, individually or in the aggregate, has not had and would not reasonably be expected result in a Company Material Adverse Effect (without giving effect to have a any “materiality” or “Company Material Adverse Effect; ” or similar qualifications or limitations set forth therein). Each of Seller and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all respects with each of the covenantsobligations, obligations agreements and conditions covenants required by this Agreement to be performed or complied with by them under Seller or the terms Company by the time of the Closing. Each of Seller and the Company shall have delivered to Purchaser a certificate dated the Closing Date and signed by an authorized officer of each of Seller and the Company confirming the foregoing provisions of this Agreement on or prior to or at Section 8.01(a) (collectively, the Closing“Seller Officer Certificates”).

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company and Seller Acquiror contained in this Agreement (other than Section 3.5(a4.01) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects correct as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing Date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) other than the representations and warranties made by the Company as of another stated date, which representations and Seller in Section 3.2 and by Seller in Section 4.2 warranties shall have been true and accurate correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or “Acquiror Material Adverse Effect” set forth therein), individually or in all material respects the aggregate, has not had, or would not reasonably be expected to have, an Acquiror Material Adverse Effect; (ii) Section 4.01 shall have been true and correct as of the date hereof and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those other than the representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be shall have been true and correct as of such dates, individually date) in all respects; (iii) all of the obligations of the Acquiror to be performed or complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully performed and complied with in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectall material respects; and (iv) the Company and Seller Parent shall have duly performed or complied with, in all material respects, all received a certificate dated the Closing Date of the covenantsAcquiror signed by a duly authorized executive officer of the Acquiror certifying that the conditions specified in clauses (i), obligations (ii) and conditions to be performed or complied with by them under the terms (iii) of this Agreement on Section 8.02(a) have been waived or prior to or at the Closingsatisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company Acquiror contained in this Agreement (other than Section 5.01, Section 5.02, and Seller Section 5.03) (in Section 3.5(aeach case, only to the extent applicable to the Acquiror) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects correct as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing Date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) other than the representations and warranties made by the Company as of another stated date, which representations and Seller in Section 3.2 and by Seller in Section 4.2 warranties shall have been true and accurate correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or “Acquiror Material Adverse Effect” set forth therein), individually or in all material respects the aggregate, has not had, or would not reasonably be expected to have, an Acquiror Material Adverse Effect; (ii) Section 5.01, Section 5.02 and Section 5.03 (in each case, only to the extent applicable to the Acquiror) shall have been true and correct as of the date hereof and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those other than the representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be shall have been true and correct as of such dates, individually date) in all respects; (iii) all of the obligations of the Acquiror to be performed or complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully performed and complied with in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectall material respects; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all received a certificate dated the Closing Date of the covenantsAcquiror signed by a duly authorized executive officer of the Acquiror certifying that the conditions specified in clauses (i), obligations (ii) and conditions to be performed or complied with by them under the terms (iii) of this Agreement on Section 9.02(a) have been waived or prior to or at the Closingsatisfied.

Representations and Warranties; Covenants. Each of (ia) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Fundamental Representations shall have been be true and accurate other than correct in de minimis all respects on and as of the date hereof Agreement Date and the Closing Date with the same force and effect as though made on and as of the Closing Date as if made at and as of such date (except those for representations and warranties that address matters only as of to a particular specified date or only with respect to a specific period of timedates, which need only representations and warranties shall be true and accurate as of such date or correct with respect to such period); specified date or dates) and (iib) the other representations and warranties made by the Company of Seller and Seller in Section 3.2 and by Seller in Section 4.2 Parent contained herein shall have been be true and accurate correct in all material respects as of the date hereof on and as of the Agreement Date and the Closing Date as if made at and as of such date (except those for representations and warranties that address matters only as of to a particular specified date or only with respect to a specific period of timedates, which need only representations and warranties shall be true and accurate as of such date or correct with respect to such period); (iiispecified date or dates) with the other representations same force and warranties effect as though made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date (without giving effect to any limitation as if made at and as of such date (except those representations and warranties that address matters only as of a particular date to “materiality” or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period“Material Adverse Effect” set forth therein), except, in the case of clause (iii), to the extent except where the failure of such other representations and warranties to be so true and correct as of such datescorrect, individually or in the aggregate, has not had does not, and would not reasonably be expected to to, have a Material Adverse Effect; and (iv) the Company and . The Seller Parties shall have duly performed or and complied with, in all material respects, respects with all of the covenants, obligations covenants and conditions agreements required by this Agreement to be performed or complied with by them under the terms of this Agreement on Seller Parties at or prior to or at the Closing, other than the covenants and agreements contained in Section 1.7(a), which shall be performed and complied with in all respects. At the Closing, Seller shall have furnished to Buyer a certificate dated the Closing Date, and signed by a senior executive officer of Seller to the effect that the conditions set forth in this Section 7.1 have been satisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by Ceding Company Fundamental Representations (other than the Ceding Company and Seller in Section 3.5(a) and Fundamental Representation set forth in the first second sentence of Section 3.10(c3.03) and by Seller in Section 4.5 shall have been be true and accurate other than correct in de minimis all respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeon the Closing Date, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by Ceding Company Fundamental Representation set forth in the Company and Seller in second sentence of Section 3.2 and by Seller in Section 4.2 3.03 shall have been be true and accurate correct (other than in all material respects de minimis respects) as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeon the Closing Date, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by of the Ceding Company and Seller contained in this Agreement Article III shall have been be true and accurate correct (disregarding for this purpose all references without giving effect to “material,” “Material Adverse Effect” and similar qualifications any limitations as to materiality or Business Material Adverse Effect set forth therein) on and as of the date hereof and as of the Closing Date as if made at on the Closing Date (other than any representation or warranty expressly made as of another date, which representation or warranty shall have been true and correct as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent except where the failure of such representations and warranties to be true and correct as of such dateswarranties, individually or in the aggregate, to be true and correct has not had and would not reasonably be expected to have a Business Material Adverse Effect; and , (iv) the covenants contained in this Agreement to be complied with by the Ceding Company and Seller or its Affiliates on or before the Closing shall have duly performed or been complied with, with in all material respects, all respects and (v) the Reinsurer shall have received a certificate of the covenants, obligations and conditions Ceding Company dated as of the Closing Date to be performed or complied with such effect signed by them under a duly authorized executive officer of the terms of this Agreement on or prior to or at the ClosingCeding Company.

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company and Seller Parent contained in this Agreement (other than Section 3.5(a3.01, Section 3.02, Section 3.03(a) and (b), and Section 3.04) (in each case, only to the first sentence of Section 3.10(cextent applicable to the Parent, the Sellers and the Companies) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects correct as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing Date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) other than the representations and warranties made by the Company as of another stated date, which representations and Seller in Section 3.2 and by Seller in Section 4.2 warranties shall have been true and accurate correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein), individually or in all material respects the aggregate, has not had, or would not reasonably be expected to have, a Material Adverse Effect; (ii) Section 3.01, Section 3.02, Section 3.03(a) and (b), and Section 3.04 (in each case, only to the extent applicable to the Parent, the Sellers and the Companies) shall have been true and correct as of the date hereof and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those other than the representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be shall have been true and correct as of such dates, individually date) in all respects; (iii) all of the obligations of the Parent or any of its Affiliates to be performed or complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully performed and complied with in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectall material respects; and (iv) the Company and Seller Acquiror shall have received a certificate dated the Closing Date of the Parent signed by a duly performed authorized officer or complied withrepresentative of the Parent certifying that the conditions specified in clauses (i), (ii) and (iii) of this Section 8.03(a) have been waived or satisfied; provided, that in all material respects, the event that all of the covenants, obligations and other conditions to Closing have been satisfied but the Parent requires additional time to prepare and deliver any financial statements requested by the Acquiror to be performed or complied with delivered by them under the terms Parent to the Acquiror pursuant to Section 5.19(b) only, the references to “Closing Date” in clause (i) of this Section 8.03(a) shall be deemed to refer, for purposes of all of the representations and warranties of the Parent contained in this Agreement on or other than Section 3.01, Section 3.02, Section 3.03(a) and (b), and Section 3.04, to the date prior to or at the ClosingClosing Date on which the last of such conditions shall have been satisfied (the “Representation and Warranty Date Limitation”).

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company Investor set forth in ARTICLE 4 hereof, except with respect to the representations and Seller warranties set forth in Section 3.5(a4.05 (without giving effect to any Material Adverse Effect, materiality or similar qualifier) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than correct in de minimis respects all respects, on and as of the date hereof and at the time immediately prior to the Closing (except where such representation and warranty speaks by its terms of “at Closing,” in which case it shall be true and correct as of the Closing Date time of Closing) as if made at on the Closing Date (except where such representation and warranty speaks by its terms as of a different date, in which case it shall be true and correct as of such date (date), except those to the extent that such inaccuracies have not had, and would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impede the Investor’s ability to consummate the Investment. The representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller Investor set forth in Section 3.2 and by Seller in Section 4.2 4.05 shall have been true and accurate correct in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timerespects, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at time of Closing. The Investor shall have performed in all material respects all obligations and as of such date (complied with all agreements, undertakings, covenants and conditions required to be performed by hereunder, except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all obligations of the covenantsInvestor set forth under Section 6.06 hereof, obligations and conditions to be performed or complied with by them under the terms of this Agreement on at or prior to or the Closing, and the Investor shall have delivered to the Company at the ClosingClosing a certificate dated the Closing Date and signed on behalf of an officer of the Investor to the effect that the conditions set forth in this Section 7.03(a) have been satisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company of Seller and Seller Humana contained in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 this Agreement shall have been be true and accurate other than correct in de minimis all respects as of the date hereof and as of the Closing Date with the same force and effect as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeDate, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of than such representations and warranties to as are made as of another date, which shall be true and correct in all respects as of such datesdate, except where the failure of any representation or warranty to be true or correct would not have the effect of making the transactions contemplated by this Agreement illegal and would not have, either individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; Effect on the Company. With respect to the representations set forth in Section 4.24 of this Agreement stated as to be made of the date hereof, such representation shall be deemed to be made as of the Closing Date. All covenants contained in this Agreement to be complied with by Seller and (iv) Humana on or before the Company and Seller Closing shall have duly performed or been complied with, with in all material respects, all . Nothing set forth in this Section 9.02(a) or in the certificate of the covenants, obligations and conditions Purchaser to be performed delivered at Closing pursuant to Section 2.05(b)(ii) shall limit the right of Purchaser to be indemnified by Seller pursuant to Sections 10.03(a)(ii) or complied with by them under the terms 10.03(a)(iii) of this Agreement on or prior to or at the ClosingAgreement.

Representations and Warranties; Covenants. (i) The Each of the representations and warranties made by of the Company and the Seller contained in Section 3.5(athis Agreement (other than the Company Fundamental Representations and the Seller Fundamental Representations) shall be true and in correct at and as of the first sentence Closing as if made on the Closing Date (other than representations and warranties that are made as of Section 3.10(c) a specific date, which representations and by Seller in Section 4.5 warranties shall have been true and accurate correct as of such date), except for breaches or inaccuracies, as the case may be, that have not resulted in a Material Adverse Effect; provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to the exceptions of “material” or “Material Adverse Effect” in such representations and warranties; (ii) each of the Company Fundamental Representations (other than the representations and warranties in de minimis Section 3.4(a)) and the Seller Fundamental Representations (other than the representations and warranties in Section 4.6) shall be true and correct in all material respects as of the date hereof at and as of the Closing Date as if made at and as of such date on the Closing Date (except those other than representations and warranties that address matters only are made as of a particular date or only with respect to a specific period of timedate, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate); (iii) the other covenants contained in this Agreement required to be complied with by the Company or the Seller on or before the Closing shall have been complied with in all material respects; (iv) each of the representations and warranties made by the Company set forth in Section 3.4(a) and Seller in this Agreement Section 4.6 (A) shall have been be true and accurate (disregarding for this purpose correct in all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof respects at and as of the Closing Date as if made on the Closing Date, with respect to any circumstances, items or actions arising on or after December 16, 2014 and (B) shall be true and correct in all respects at and as of such date (except those representations and warranties that address matters only the Closing as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in if made on the case of clause (iii), to the extent the failure of such representations and warranties Closing Date other than de minimis failures to be true and correct as of such datescorrect, individually with respect to any circumstances, items or in the aggregateactions arising prior to December 16, has not had and would not reasonably be expected to have a Material Adverse Effect2014; and (ivv) the Purchaser shall have received an officer’s certificate of an officer of the Company and Seller shall have duly performed or complied withthe Seller, in all material respectsas applicable, all dated as of the covenantsClosing Date, obligations and conditions certifying as to be performed or complied with by them under the terms matters set forth in clauses (i) through (iv) of this Agreement on or prior to or at the ClosingSection 8.1(a), as applicable.

Representations and Warranties; Covenants. (ii)(x) The representations and warranties made by Each of the Company Specified Representations and the Seller Representations contained in Section 3.5(a) 3.01 and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 3.04 shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the date hereof and as of the Closing Date Date, as if made at and as of on such date and (except those representations and warranties that address matters only as y) each of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by of the Sellers and the Company contained in ARTICLE III and Seller in this Agreement ARTICLE IV shall be true and correct as of the Closing Date, as if made on the Closing Date (other than such representations and warranties made as of another stated date, which representations and warranties shall have been true and accurate correct as of such date) (disregarding for this purpose all references in the case of clause (y), without giving effect to any limitations as to materiality or “material,” “Company Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iiiy), to the extent the failure that any breaches of such representations and warranties to be true and correct as of such dateswarranties, individually or in the aggregate, has have not had and had, or would not reasonably be expected to have have, a Company Material Adverse Effect; (ii) each of the obligations, covenants and agreements of the Sellers and the Company to be performed on or prior to the Closing shall have been performed in all material respects; (iii) the Acquiror shall have received from the Sellers’ Representative a certificate signed on behalf of each Seller dated as of the Closing Date stating that the conditions set forth in clauses (i) and (ii) of this Section 8.03(a) as they apply to such Seller’s representations, warranties, covenants and agreements in this Agreement have been waived or satisfied; and (iv) the Company and Seller Acquiror shall have duly performed or complied with, in all material respects, all received a certificate of the covenants, obligations Company dated as of the Closing Date signed by a duly authorized executive officer of the Company stating that the conditions set forth in clauses (i) and conditions to be performed or complied with by them under the terms (ii) of this Agreement on Section 8.03(a) as they apply to the Company’s representations, warranties, covenants and agreements have been waived (by Acquiror) or prior to or at satisfied and that since the Closingdate hereof, there has not occurred any Company Material Adverse Effect.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company of Buyer and Seller Guarantor set forth in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 ARTICLE V shall have been be true and accurate other than correct in de minimis all respects (giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein), in each case at and as of the date hereof of this Agreement and as of the Closing Date as if made at and as of such date (except that those representations and warranties that address matters only are made as of a particular specific date or only with respect to a specific period of time, which need only be so true and accurate correct as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), exceptin each case, in the case of clause (iii), to the extent except where the failure of such representations and warranties to be true and correct as of such dateshas not had, individually or in the aggregate, has not had and would not reasonably be expected a material adverse effect on the ability of Buyer to have a Material Adverse Effectconsummate the transactions contemplated hereby; and (ivii) the Company covenants and Seller shall have duly performed or complied with, agreements set forth in all material respects, all of the covenants, obligations and conditions this Agreement to be performed or complied with by them under the terms of this Agreement on Buyer at or prior to the Closing shall have been performed or at complied with in all material respects; and (iii) the ClosingSellers shall have received an officer’s certificate of Buyer, dated as of the Closing Date, certifying as to the matters set forth in clauses (i) and (ii) of this Section 9.2(a). CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Representations and Warranties; Covenants. (i1) The representations and warranties made by the Company and Seller in Section 3.5(a4.06(b) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than correct in de minimis respects as of the date hereof and all respects, in each case, as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period)on the Closing Date; (ii2) the representations and warranties made by in the Company first four sentences of Section 4.03(a) shall be true and Seller correct in Section 3.2 all but de minimis respects, in each case, as of the Closing as if made on the Closing Date (other than representations and by Seller in Section 4.2 warranties that are made as of a specific date, which representations and warranties shall have been true and accurate correct in all but de minimis respects as of such date); (3) the representations and warranties made in Section 4.01 with respect to the Company, Wildcat, Inc. and the Company Bank under clauses (1) and (3) thereof, Section 4.02, Section 4.03(b), Section 4.03(c) and Section 4.14, qualified as to materiality or Company Material Adverse Effect shall be true and correct in all respects, and those representations and warranties made therein that are not so qualified shall be true and correct in all material respects as of the date hereof and respects, in each case, as of the Closing Date as if made at and as of such date on the Closing Date (except those other than representations and warranties that address matters only are made as of a particular date or only with respect to a specific period of timedate, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding correct in all respects for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications those qualified as to materiality set forth therein) on or Company Material Adverse Effect and in all material respects for those not so qualified, in each case, as of such date); (4) all other representations and warranties of the date hereof Company contained in this Agreement shall be true and correct as of the Closing Date as if made at and as of such date on the Closing Date (except those other than representations and warranties that address matters only are made as of a particular date or only with respect to a specific period of timedate, which need only be representations and warranties shall have been true and accurate correct as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent except where the failure of such representations and warranties to be true and correct as of such dateswould not be reasonably likely to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; provided, however, that for purposes of determining the satisfaction of the condition in this clause (4), no effect shall be given to “material” or “Company Material Adverse Effect” qualifications in such representations and warranties; and (iv5) the covenants contained in this Agreement required to be complied with by the Company and Seller Parties on or before the Closing shall have duly performed or been complied with, with in all material respects, all and Parent shall have received a certificate signed by an authorized officer of the covenantsCompany, obligations and conditions dated the Closing Date, to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closingforegoing effect.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 each Buyer contained herein shall have been true and accurate other than correct in de minimis all respects on and as of the date hereof hereof, and shall be true and correct in all respects on and as of the relevant Closing Date with the same effect as if though such representations and warranties had been made at on and as of such date the relevant Closing Date (except those for representations and warranties that address matters only speak as of a particular specific date or only with respect to a specific period of time, time other than such Closing Date (which need only be true and accurate correct in all respects as of such date or with respect to such periodtime); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate ), other than, in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timecases, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties failures to be true and and/or correct as of such dates, individually or would not in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect; and (iv) Effect on the Company or Buyer's ability to consummate the transactions contemplated hereby; provided, however, that if any of the representations and Seller shall have duly performed warranties is already qualified in any respect by materiality or complied with, as to Material Adverse Effect for purposes of this Section 7.4(a) such materiality or Material Adverse Effect qualification will be in all material respects, all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The covenants and agreements of the covenants, obligations and conditions each Buyer to be performed on or complied before the relevant Closing Date in accordance with by them under the terms of this Agreement shall have been duly performed in all respects, other than (except for each Buyer's obligation to pay the relevant Purchase Price at the relevant Closing, except for Buyer's covenants set forth in Sections 5.2 and 5.3, as to which the proviso set forth in this other-than clause shall not apply) for such failures to have been performed as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company or such Buyer's ability to consummate the transactions contemplated hereby (provided, however, that if any such covenant or agreement is already qualified in any respect by materiality or as to Material Adverse Effect for purposes of determining whether this condition has been satisfied, such materiality or Material Adverse Effect qualification will be in all respects ignored and such covenant or agreement shall have been performed in all respects without regard to such qualification (but subject to the overall exception as to Material Adverse Effect set forth immediately prior to or this proviso)). Buyer shall have delivered to the Company at the Closingrelevant Closing a certificate of an appropriate officer in form and substance reasonably satisfactory to the Company dated the relevant Closing Date to such effect.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company of Parent and Seller Merger Sub set forth in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 ARTICLE V shall have been be true and accurate other than in de minimis respects as of the date hereof correct at and as of the Closing Date as if made at and as of such date the Closing Date, except (except A) for changes contemplated or permitted by this Agreement, (B) for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, (which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such datesdate), individually or and (C) where the failure of the representations and warranties in the aggregate, has not had aggregate to be true and correct would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of either Parent or Merger Sub to perform its obligations under this Agreement or consummate the transactions contemplated hereby (it being agreed that any materiality qualifications (or variations thereof) in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a material adverse effect on the ability of either Parent or Merger Sub to perform its obligations under this Agreement or consummate the transactions contemplated hereby for purposes of this SECTION 7.1(a)(i)(C) and that any supplement to the Parent Disclosure Schedule pursuant to clause (iii) of this SECTION 7.1(a) shall be disregarded in determining whether the condition set forth in this SECTION 7.1(a)(i) has been satisfied); and (ivii) the Company covenants and Seller shall have duly performed or complied with, agreements set forth in all material respects, all of the covenants, obligations and conditions this Agreement to be performed or complied with by them under the terms of this Agreement on Parent and Merger Sub at or prior to the Closing shall have been performed or at complied with in all material respects; and (iii) the ClosingCompany shall have received a certificate of each of Parent and Merger Sub (which may include a supplement to the Parent Disclosure Schedule, but which shall include only matters that occurred after the date hereof) dated as of the Closing Date, certifying as to the matters set forth in clauses (i) and (ii) of this SECTION 7.1(a).

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and of Seller contained in Section 3.5(a4.01, Section 4.05, Section 5.01(a) and in the first sentence of (b), Section 3.10(c) 5.02 and by Seller in Section 4.5 5.20 shall have been be true and accurate other than correct in de minimis all respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeon the Closing Date, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and of Seller contained in Section 3.2 and by Seller in Section 4.2 5.06(b) shall have been be true and accurate correct in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeon the Closing Date, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company of Seller contained in Section 5.18 and Seller in this Agreement Section 5.22 shall have been be true and accurate (disregarding for this purpose correct in all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and material respects as of the Closing Date as if made at on the Closing and (iv) the other representations and warranties of Seller contained in Article IV and Article V shall be true and correct (without giving effect to any limitations as to materiality or Company Material Adverse Effect qualifications set forth therein, other than any Listing Representation and any use of the defined terms “Material Contract”, “Material Customer”) as of the Closing Date as if made on the Closing Date (other than any representation or warranty expressly made as of another date, which representation or warranty shall have been true and correct as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent except where the failure of such representations and warranties to be true and correct as of such dateswarranties, individually or in the aggregate, to be true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect; and , (iv) the Company and covenants contained in this Agreement to be complied with by Seller on or before the Closing shall have duly performed or been complied with, with in all material respects, all respects and (v) Buyer shall have received a certificate of Seller dated as of the covenants, obligations and conditions Closing Date to be performed or complied with such effect signed by them under the terms a duly authorized executive officer of this Agreement on or prior to or at the ClosingSeller.

Representations and Warranties; Covenants. (ii)(x) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as Each of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only Acquiror Specified Representations shall be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the Closing Date, as if made on such date hereof and (y) each of the other representations and warranties of the Acquiror contained in ARTICLE V shall be true and correct as of the Closing Date as if though made at and as of on such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of other than such date or with respect to such period); (iii) the other representations and warranties made by the Company as of another stated date, which representations and Seller in this Agreement warranties shall have been true and accurate correct as of such date) (disregarding for this purpose all references in the case of clause (y), without giving effect to any limitations as to materiality or “material,” “Acquiror Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iiiy), to the extent the failure that any breaches of such representations and warranties to be true and correct as of such dateswarranties, individually or in the aggregate, has have not had and had, or would not reasonably be expected to have a have, an Acquiror Material Adverse Effect; (ii) each of the obligations, covenants and (iv) agreements of the Company and Seller Acquiror to be performed on or prior to the Closing shall have duly been performed or complied with, in all material respects, all ; and (iii) each of the covenants, obligations Sellers shall have received a certificate of the Acquiror dated the Closing Date signed by a duly authorized executive officer of the Acquiror stating that the conditions specified in clauses (i) and conditions to be performed or complied with by them under the terms (ii) of this Agreement on Section 8.02(a) have been waived (by Sellers Representative or prior to the Company) or at satisfied and that since the Closingdate hereof, there has not occurred any Acquiror Material Adverse Effect.

Representations and Warranties; Covenants. (ia) The representations and warranties made by the Company of Seller set forth herein shall be true and Seller correct in Section 3.5(a) and all respects (in the first sentence case of Section 3.10(cany representation or warranty qualified by materiality or Material Adverse Effect) or all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as of the date hereof and on and as of the Closing Date with the same effect as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period specified date, the accuracy of time, which need only shall be true and accurate determined as of such that specified date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof respects). (b) The covenants and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller agreements contained in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions to be performed or complied with by them under Seller at or before the terms Closing shall have been duly performed and complied with in all material respects. (c) Purchaser shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 5.1(a) and 5.1(b) have been satisfied. 34 5.2 Secretary’s Certificate Purchaser shall have received a certificate of the Secretary (or equivalent officer) of Seller certifying (a) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement on or prior and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (b) the names and signatures of the officers of Seller authorized to or at sign this Agreement, such other agreements and the Closing.other documents to be delivered hereunder and thereunder. 5.3

Representations and Warranties; Covenants. (i) The Fundamental Representations of the Ceding Companies (except for any representations and warranties made by of a Ceding Company with respect to the Company and Seller in Section 3.5(aPhase 2 Ancillary Agreements) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than correct in de minimis all respects as of the date hereof and as of the Phase 1 Closing Date with the same force and effect as if though made at on and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timethe Phase 1 Closing Date, which need only be true and accurate as of such date or with respect to such period); (ii) the other representations and warranties made by of each Ceding Company contained in this Agreement (except for any representations and warranties of a Ceding Company with respect to the Company and Seller in Section 3.2 and by Seller in Section 4.2 Phase 2 Ancillary Agreements) shall have been be true and accurate in all material respects correct as of the date hereof and as of the Phase 1 Closing Date with the same force and effect as if though made at on and as of such date the Phase 1 Closing Date (except those to the extent that any such representations and warranties that address matters only are given as of a particular date or only with respect and relate solely to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeperiod, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to shall be true and correct as of such datesdate or period), except where the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifiers therein) would not have, or would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (iii) all covenants and (iv) the agreements of each Ceding Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions required by this Agreement to be performed or complied with by them under the terms of this Agreement it on or prior to or at the ClosingPhase 1 Closing Date shall have been performed and complied with in all material respects; and (iv) each Ceding Company shall have delivered to Buyer a certificate dated as of the Phase 1 Closing Date, and signed by a duly authorized executive officer of such Ceding Company, certifying to the fulfillment of the conditions set forth in clauses (i) through (iii) of this Section 6.03(a).

Representations and Warranties; Covenants. (i) The Fundamental Representations of RAI set forth in Article III and Article IV shall be true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date; (ii) each of the other representations and warranties made by the Company and Seller of RAI contained in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 this Agreement shall have been be true and accurate other than in de minimis respects as of the date hereof correct on and as of the Closing Date with the same effect as if made at and as of such date on the Closing Date (except those other than representations and warranties that address matters only as of a particular date or only with respect expressly relate to a specific period of timean earlier date, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such datesdate); provided that the condition in this clause (ii) shall be deemed satisfied unless the effect of such representations and warranties not being so true and correct (read for purposes of this Section 9.03(a) only without any materiality or Material Adverse Effect or similar qualification) on the Closing Date or on such earlier date, taken together, has had, or would reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (iii) the covenants contained in this Agreement required to be complied with by RAI on or before the Closing shall have been complied with in all material respects; and (iv) the Company and Seller Acquiror shall have received a certificate signed by a duly performed or complied withauthorized officer of RAI, certifying that the conditions in all material respectsclauses (i), all of the covenants, obligations (ii) and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closing(iii) have been satisfied.

Representations and Warranties; Covenants. (ii)(A) The representations and warranties made by of the Company set forth in Article IV and Seller the Equityholders set forth in Section 3.5(a) and in the first sentence of Section 3.10(c) and Article VI that are qualified as to materiality or by Seller in Section 4.5 reference to Material Adverse Effect shall have been be true and accurate other than correct in de minimis respects all respects, and the representations and warranties of the Company set forth in Article IV and the Equityholders set forth in Article VI that are not so qualified shall be true and correct in all material respects, in each case at and as of the date hereof of this Agreement (except that those representations and warranties that are made as of a specific date need only be so true and correct as of such date), (B) the representations of the Equityholders set forth in Article VI that are qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects, and the representations and warranties of the Equityholders set forth in Article VI that are not so qualified shall be true and correct in all material respects, in each case as of the Closing Date as if made at and as of such date (except that those representations and warranties that address matters only are made as of a particular specific date need only be so true and correct as of such date), and (C) the representations and warranties of the Company set forth in Article IV shall be true and correct in all respects (without regard to any qualifications or only with respect references to “Material Adverse Effect”, “material” or any other materiality qualifications or references) as of the Closing Date (except that those representations and warranties that are made as of a specific period of time, which date need only be true and accurate correct in all respects as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent except where the failure of such representations and warranties to be true and correct as of such dateshas not had, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (ivii) the Company covenants and Seller shall have duly performed or complied with, agreements set forth in all material respects, all of the covenants, obligations and conditions this Agreement to be performed or complied with by them under the terms of this Agreement on Company at or prior to the Closing shall have been performed or at complied with in all material respects; and (iii) Parent shall have received an officer’s certificate of the ClosingCompany, dated as of the Closing Date, certifying as to the matters set forth in clauses (i) and (ii) of this Section 8.2(a).

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Buyer contained herein shall have been true and accurate other than correct in de minimis all respects on and as of the date hereof hereof, and shall be true and correct in all respects on and as of the relevant Closing Date with the same effect as if though such representations and warranties had been made at on and as of such date the relevant Closing Date (except those for representations and warranties that address matters only speak as of a particular specific date or only with respect to a specific period of time, time other than such Closing Date (which need only be true and accurate correct in all respects as of such date or with respect to such periodtime); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate ), other than, in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timecases, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties failures to be true and and/or correct as of such dates, individually or would not in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect; and (iv) Effect on the Company or Buyer's ability to consummate the transactions contemplated hereby; provided, however, that if any of the representations and Seller shall have duly performed warranties is already qualified in any respect by materiality or complied with, as to Material Adverse Effect for purposes of this Section 7.4(a) such materiality or Material Adverse Effect qualification will be in all material respects, all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The covenants and agreements of the covenants, obligations and conditions Buyer to be performed on or complied before the relevant Closing Date in accordance with by them under the terms of this Agreement shall have been duly performed in all respects, other than (except for Buyer's obligation to pay the relevant Purchase Price at the relevant Closing as to which the proviso set forth in this other-than clause shall not apply) for such failures to have been performed as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company's or Buyer's ability to consummate the transactions contemplated hereby; provided, however, that if any such covenant or agreement is already qualified in any respect by materiality or as to Material Adverse Effect for purposes of determining whether this condition has been satisfied, such materiality or Material Adverse Effect qualification will be in all respects ignored and such covenant or agreement shall have been performed in all respects without regard to such qualification (but subject to the overall exception as to Material Adverse Effect set forth immediately prior to or this proviso). Buyer shall have delivered to the Company at the Closingrelevant Closing a certificate of an appropriate officer in 50 form and substance reasonably satisfactory to the Company dated the relevant Closing Date to such effect.

Representations and Warranties; Covenants. (i) The Acquiror Specified Representations shall be true and correct in all respects as of the Closing, as if made on the Closing Date (other than the representations and warranties made by the Company as of another stated date, which representations and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 warranties shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and correct as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller Acquiror contained in this Agreement (other than the Acquiror Specified Representations) shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of the Closing, as if made on the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such datesdate) (in either case without giving effect to (x) any limitations as to materiality or “Acquiror Material Adverse Effect” set forth therein and (y) any language in the first paragraph of ARTICLE V regarding the dates the representations and warranties are made), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, has have not had and had, or would not reasonably be expected to have a have, an Acquiror Material Adverse Effect; (iii) the covenants contained in this Agreement that are to be complied with by Acquiror on or prior to the Closing shall have been complied with in all material respects; and (iv) the Company and Seller Parent shall have received a certificate dated the Closing Date of Acquiror signed by a duly performed or complied withauthorized executive officer of Acquiror stating that the conditions specified in clauses (i), in all material respects, all of the covenants, obligations (ii) and conditions to be performed or complied with by them under the terms (iii) of this Agreement on Section 8.02(a) have been waived or prior to or at the Closingsatisfied.

Representations and Warranties; Covenants. Each Guarantor hereby (ia) The represents and warrants to the Lender, that such Guarantor has, independently and without reliance upon the Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party in all material respects, (b) represents and warrants to the Lender that each representation and warranty made in the Term Loan Credit Agreement by the Borrower with respect to such Guarantor is true and correct in all material respects (without duplication of any materiality qualifiers contained therein) as of the date made (except where such representations and warranties made by the Company expressly relate to an earlier date, in which case such representations and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 warranties shall have been true and accurate other than correct in de minimis all material respects as (without duplication of the date hereof and as of the Closing Date as if made at and any materiality qualifiers contained therein) as of such date (earlier date), except those to the extent such representations and warranties only apply to the Borrower or the Borrower and its Subsidiaries on a consolidated basis and (c) covenants that address matters only as until payment in full in cash of a particular date or only with respect to a specific period the Guaranteed Obligations, it shall observe and perform each of time, which need only be true the covenants and accurate as agreements in Article VI and Article VII of such date or the Term Loan Credit Agreement made by the Borrower with respect to such period); (ii) the representations and warranties made by the Company and Seller in Guarantor. Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closing7.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and of Seller contained in Section 3.5(a) this Agreement and in the first sentence Tax Matters Agreement shall be true and correct (without giving effect to any exceptions as to materiality or "Material Adverse Effect" set forth therein) as of Section 3.10(c) the Closing as if made on the Closing Date (other than representations and by Seller in Section 4.5 warranties made as of another date, which representations and warranties shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and correct as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), except, in the case of clause (iii), except to the extent the that any failure of such representations and warranties to be true and correct as of such datesshall not have had or would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect that shall not have been cured to the reasonable satisfaction of Parent as of such date; and (ivii) the Company covenants contained in this Agreement and in the Tax Matters Agreement to be complied with by Seller on or before the Closing shall have duly performed or been complied with, with in all material respects, all ; and (iii) the Acquiror shall have received a certificate of Seller to such effect signed by a duly authorized representative. If Acquiror is required to consummate and consummates the covenants, obligations and conditions transactions contemplated by this Agreement notwithstanding the failure of any representation or warranty of Seller contained in this Agreement or in the Tax Matters Agreement to be performed true and correct, Acquiror will not be deemed to have waived any right to indemnification under Article X hereof or complied with by them under the terms Tax Matters Agreement, as the case may be, with respect to any breach of this Agreement on such representation or prior to or at the Closingwarranty.

Representations and Warranties; Covenants. (ii)(x) The representations and warranties made by Each of the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Buyer Fundamental Representations shall have been be true and accurate other than correct in de minimis all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if though made at and as of such date time and (except those representations and warranties that address matters only as y) each of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller of Buyer contained in this Agreement shall have been be true and accurate correct (disregarding for this purpose all references without giving effect to any limitations as to “material,materiality” or “Buyer Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and on and as of the Closing Date with the same effect as if though made at and as of such date time (except those for representations and warranties that address matters only are made as of a particular specific date or only with respect to a specific period of time, which need only representations and warranties shall be true and accurate correct at and as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent the failure except where all failures of such representations and warranties referenced in this clause (y) to be true and correct as of correct, have not had, and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect; (ii) the covenants contained in this Agreement to be complied with by Buyer at or before the Closing shall have been complied with, except to the extent that any failure to comply with such datescovenants, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Buyer Material Adverse Effect; and (iviii) the Company and Seller shall have duly performed or complied with, in all material respects, all received a certificate of Buyer dated as of the covenants, obligations and conditions Closing Date to be performed or complied with such effect signed by them under a senior officer of Buyer responsible for the terms of transactions contemplated by this Agreement on or prior to or at the Closingeffect that the foregoing conditions have been satisfied.

Representations and Warranties; Covenants. (i) The Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing, (ii) (A) the representations and warranties of Seller contained in Article III (other than Fundamental Representations (other than the representations and warranties contained in Section 3.01)) shall be true and correct (disregarding materially, Material Adverse Effect or similar qualifications therein) as of the date hereof and as of the Closing Date as though made on and as of the date hereof and - 91 - the Closing Date (provided, that representations and warranties made by as of a specified date shall be true and correct only as of such specified date), except where the Company failure to be true and Seller correct would not have a Material Adverse Effect, (B) the Fundamental Representations (other than the representations and warranties contained in Section 3.5(a3.01) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than correct in de minimis all respects as of the date hereof and as of the Closing Date as if though made at on and as of such the date hereof and the Closing Date (except those provided, that the representations and warranties that address matters made as of a specified date shall be true and correct only as of a particular date or only with respect to a specific period of timesuch specified date) except for de minimis inaccuracies, which need only be true and accurate as of such date or with respect to such period); (iiC) the representations and warranties made by the Company and Seller contained in Section 3.2 and by Seller in Section 4.2 3.01 shall have been be true and accurate correct in all material respects as of the date hereof and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those provided, that the representations and warranties that address matters only made as of a particular specified date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to shall be true and correct only as of such datesspecified date), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iviii) the Company and Seller Purchaser shall have duly performed or complied with, in all material respects, all received a certificate signed by an officer of Seller to the covenants, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closingforegoing effect.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company of Parent and Seller Buyer contained in Section 3.5(a) Article VI (without giving effect to any Parent Material Adverse Effect or materiality qualification), other than those representations and warranties set forth in the first sentence of Section 3.10(c) Sections 6.2, 6.4, and by Seller in Section 4.5 6.11, shall have been be true and accurate other than in de minimis respects as of the date hereof correct on and as of the Closing Date as if though made at on and as of such date the Closing Date (except those for representations and warranties that address matters only as of a particular date or only with respect expressly stated to relate to a specific period of timedate, in which need only case each such representation and warranty shall be true and accurate correct (without giving effect to any Parent Material Adverse Effect or materiality qualification) as of such date or with respect to such perioddate); provided, however, that this condition shall be considered satisfied unless the failure of such representations or warranties to be true and correct has had, or would reasonably be expected to have, a Parent Material Adverse Effect; and (ii) the representations and warranties made by the Company of Parent and Seller Buyer set forth in Section 3.2 Sections 6.2, 6.4, and by Seller in Section 4.2 6.11 shall have been be true and accurate correct in all material respects as of the date hereof of this Agreement and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those for representations and warranties that address matters only as of a particular date or only with respect expressly stated to relate to a specific period of time, which need only be true and accurate as of such date or with respect to such period), exceptdate, in the which case of clause (iii), to the extent the failure of each such representations representation and warranties to warranty shall be true and correct as of such dates, individually or in the aggregate, has not had date). Each of Parent and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and Seller Buyer shall have duly performed or and complied with, in all material respects, respects with all of the covenants, obligations covenants and conditions agreements required by this Agreement to be performed or complied with by them under the terms of this Agreement such entity on or prior to or at the ClosingClosing Date (other than Section 7.18), including delivery of the items set forth in Section 3.3. Each of Parent and Buyer shall have delivered to Buyer a certificate, dated the date of the Closing and signed by an authorized officer of such entity, to the foregoing effect.

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company and Seller Sellers contained in Section 3.5(a) and in the first sentence Article 3 of Section 3.10(c) and by Seller in Section 4.5 shall have been this Agreement will be true and accurate other than in de minimis respects as of the date hereof and will be deemed to be made again as of the Closing Date (except for those that are made as if made at and of a certain time, which shall be true as of such date (time), and the covenants contained in Sections 5.3, 5.4(d)(ii) and 5.12 shall have been performed, except those representations for changes contemplated by this Agreement and warranties that address matters only as of a particular date or only with respect except for such failures to a specific period of time, which need only be true and accurate as to be performed that do not result in a Material Adverse Effect, determined after taking into account any adjustment to the Cash Purchase Price pursuant to Section 2.5 hereof and any cure or mitigation effected by any Seller. Each obligation of such date the Sellers required by Article 2 or with respect to such period); 5 of this Agreement (ii) excluding the representations and warranties made by the Company and Seller covenants contained in Section 3.2 5.3, 5.4(d)(ii) and 5.12) to be performed by Seller in Section 4.2 shall it at or prior to the Closing will have been true and accurate duly performed in all material respects as at or prior to the Closing; PROVIDED, that the Sellers' obligations pursuant to Section 2.1 (other than the fourth sentence of the date Section 2.1(c)) hereof and as of the Closing Date as if made at 2.7(a)(iii) and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iiiiv), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions same are required to be performed or complied with by them under the terms of this Agreement on or prior to or at before the Closing Date, will have been performed in full. At the Closing, Buyer will have received certificates, dated as of the Closing Date and duly executed by an executive officer of each Seller on behalf of such Seller (without personal liability to such officer), to the effect that the conditions set forth in the preceding sentences have been satisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by of Parent contained in this Agreement (other than the Company Parent Fundamental Representations and Seller the representation and warranty set forth in Section 3.5(a3.07(b)) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than in de minimis respects correct as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing (except those other than the representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only representations and warranties shall be true and accurate correct as of such date date), except where the failure to be so true and correct (without giving effect to any limitations as to materiality (including limitations as to “material to the Company Group Entities (taken as a whole)”) or with respect “Company Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, or would not reasonably be expected to such period)have, a Company Material Adverse Effect; (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 Parent Fundamental Representations shall have been be true and accurate correct in all material respects as of the date hereof and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those other than the representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to shall be true and correct as of such dates, individually or date); (iii) the representations and warranties set forth in Section 3.07(b) shall be true and correct as of the aggregate, has not had Closing as though made on and would not reasonably be expected to have a Material Adverse Effectas of the Closing; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all each of the covenants, agreements and obligations and conditions of Parent to be performed or complied with by them under on or prior to the Closing pursuant to the terms of this Agreement on or prior shall have been performed and complied with in all material respects; and (v) the Acquiror shall have received a certificate dated the Closing Date of Parent signed by a duly authorized executive officer of Parent certifying that the conditions specified in clauses (i), (ii), (iii) and (iv) of this Section 8.03(a) have been satisfied (to or at the Closingextent not waived in writing by the Acquiror).

Representations and Warranties; Covenants. (i) The (A) the representations and warranties made by of the Company Seller Parties contained in Sections 4.01 (Organization, Power and Authority of the Seller in Section 3.5(aParties), 4.02 (Capital Structure of the Advisor) and in 4.15 (Brokers) shall be true and correct as written as of the first sentence Second Closing as if made on the Second Closing Date (other than representations and warranties that are made as of Section 3.10(c) a specific date, which representations and by Seller in Section 4.5 warranties shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and correct as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate); (iiB) the representations and warranties made by of the Company Seller Parties contained in Sections 4.02(c) and Seller in Section 3.2 (d) (Capital Structure of the Advisor), 4.03 (Noncontravention) and by Seller in Section 4.2 4.16(a) (Sufficiency of Transferred Assets) of this Agreement shall have been be true and accurate correct in all material respects as of the date hereof and as of the Second Closing Date as if made at and as of such date on the Second Closing Date (except those other than representations and warranties that address matters only are made as of a particular date or only with respect to a specific period of timedate, which need only be representations and warranties shall have been true and accurate correct as of such date or with respect to such perioddate); and (iiiC) the other representations and warranties made by of the Company and Seller Parties contained in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of the Second Closing as if made on the Second Closing Date (other than representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct as of such datesdate); except with respect to this clause (C) for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of determining the satisfaction of the condition in this clause (i), no effect shall be given to any “material”, “Material Adverse Effect”, or other similar qualifier in such representations and warranties; (ivii) the Company and covenants contained in this Agreement required to be complied with by the Seller Parties on or before the Second Closing shall have duly performed or been complied with, with in all material respects; and (iii) the Buyer Parties shall have received a certificate signed by an authorized officer of RAIT, all of dated the covenantsSecond Closing Date, obligations with respect to the matters set forth in the foregoing clauses (i) and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closing(ii).

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties Except for any inaccuracy that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement, the representations and warranties of Purchaser contained in Article IV (ivdisregarding all references to materiality contained therein) shall be true and correct (A) as of the Company Closing Date as restated on and as of such date or (B) if made as of a date specified therein, as of such date, and Seller shall have duly performed received a certificate signed by an authorized officer of Purchaser to such effect. (ii) The covenants, obligations, conditions and agreements contained in this Agreement to be complied with by Purchaser on or before the Closing shall have been complied with, with in all material respectsrespects except that Purchaser shall have complied in all respects with its obligations under Section 2.03(a) hereof, all and Seller shall have received a certificate signed by an authorized officer of Purchaser to such effect. (b) Competition and Antitrust. Any waiting period under Law relating to competition or antitrust in connection with the purchase of the covenantsAssets contemplated hereby shall have expired or shall have been terminated. All other authorizations, obligations and conditions to be performed consents, orders or complied with approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Authority (including the consultation procedures contemplated by them under Section 1.04) necessary for the terms consummation of the transactions contemplated by this Agreement on shall have been obtained or prior to filed or at the Closing.shall have occurred. 56 <page> (c)

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Parent and the Company contained in this Agreement (other than Section 3.01, Section 3.02 and Seller in Section 3.5(a3.03(a), Section 3.03(b) and in the first second sentence of Section 3.10(c3.07(a) (in each case, only to the extent applicable to the Parent and by Seller in Section 4.5 the Company) shall have been true and accurate other than in de minimis respects correct as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing Date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) other than the representations and warranties made by the Company as of another stated date, which representations and Seller in Section 3.2 and by Seller in Section 4.2 warranties shall have been true and accurate correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or “Company Material Adverse Effect” set forth therein), individually or in all material respects the aggregate has not had, or would not reasonably be expected to have, a Company Material Adverse Effect; (ii) Section 3.01, Section 3.02, Section 3.03(a), Section 3.03(b) and the second sentence of Section 3.07(a) shall have been true and correct as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing Date (except those other than the representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only be representations and warranties shall have been true and accurate correct as of such date or with respect to such perioddate) in all respects (except as would not be significant in the case of Section 3.03(a)); (iii) the other representations second and warranties made by the Company and Seller in this Agreement third sentences of Section 3.10(d) shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and correct as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing Date (except those other than the representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be shall have been true and correct as of such datesdate), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions of the Parent to be performed or complied with by them under on or prior to the Closing pursuant to the terms of this Agreement on shall have been duly and fully performed and complied with in all material respects; and (v) the Acquiror shall have received a certificate dated the Closing Date of the Parent signed by a duly authorized executive officer of the Parent stating that the conditions specified in clauses (i), (ii) and (iii) of this Section 8.03(a) have been waived or prior to or at the Closingsatisfied.

Representations and Warranties; Covenants. (ii)(A) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence Each of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and of Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller contained in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, specified in the case of clause (iii), to the extent the failure of such representations and warranties to B) below) shall be true and correct as of the Closing as if made on the Closing Date, other than representations and warranties made as of another date, which representations and warranties shall have been true and correct as of such datesdate, individually without giving any effect to any materiality or Material Adverse Effect qualifier contained therein; provided, that the condition in this clause (i)(A) shall be deemed satisfied unless the aggregateeffect of all such representations and warranties not being so true and correct on the Closing Date or on such earlier date, taken together, has not had and or would not reasonably be expected likely to have a Material Adverse Effect; and (ivB)(1) the Company representations and warranties of Seller set forth in Sections 3.01 (first, second and fourth sentences only), 3.02 (first sentence only), 3.03, 3.11(b) (second sentence only in respect of the Transferred Equity Interests) and 3.18(a) of this Agreement shall have duly performed or complied with, be true and correct in all material respects, all respects as of the covenantsdate of this Agreement and as of the Closing as if made on the Closing Date, obligations and conditions (2) the representations and warranties of Seller set forth in Section 3.07(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing as if made on the Closing Date other than representations and warranties in such Sections made as of another date, which representations and warranties shall have been true and correct in all material respects as of such date; (ii) the covenants and agreements contained in this Agreement required to be performed or complied with by them under Seller at or before the terms Closing shall have been performed or complied with by it in all material respects; and (iii) an appropriate senior officer of Seller shall have delivered to Acquiror a certificate dated as of the Closing Date signed on behalf of Seller, confirming the satisfaction of the conditions contained in subsections (i) and (ii) of this Agreement on or prior to or at the ClosingSection 6.02(a).

Representations and Warranties; Covenants. (i) The Fundamental Representations of Buyer (except for any representations and warranties made by of Buyer with respect to the Company and Seller in Section 3.5(aPhase 2 Ancillary Agreements) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than correct in de minimis all respects as of the date hereof and as of the Phase 1 Closing Date with the same force and effect as if though made at on and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timethe Phase 1 Closing Date, which need only be true and accurate as of such date or with respect to such period); (ii) the other representations and warranties made by of Buyer contained in this Agreement (except for any representations and warranties of Buyer with respect to the Company and Seller in Section 3.2 and by Seller in Section 4.2 Phase 2 Ancillary Agreements) shall have been be true and accurate in all material respects correct as of the date hereof and as of the Phase 1 Closing Date with the same force and effect as if though made at on and as of such date the Phase 1 Closing Date (except those to the extent that any such representations and warranties that address matters only are given as of a particular date or only with respect and relate solely to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeperiod, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to shall be true and correct as of such datesdate or period), except where the failure to be true and correct (without regard to any materiality qualifiers therein) would not have, or would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Buyer Material Adverse Effect; (iii) all covenants and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all agreements of the covenants, obligations and conditions Buyer required by this Agreement to be performed or complied with by them under the terms of this Agreement it on or prior to or at the ClosingPhase 1 Closing Date shall have been performed and complied with in all material respects; and (iv) Buyer shall have delivered to each Ceding Company a certificate dated as of the Phase 1 Closing Date, and signed by a duly authorized executive officer of Buyer, certifying to the fulfillment of the conditions set forth in clauses (i) through (iii) of this Section 6.02(a).

Representations and Warranties; Covenants. (i) The representations ------------------------------ and warranties made by of Holdings and the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Sellers, without giving any effect to any materiality qualifications therein, shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing Date (except those for representations and warranties that address matters made as of a specified date, which need be true and correct only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such periodthe specified date), except, in the case of clause (iii), to the extent the failure of except for such representations and warranties failures to be true and correct as of such dates, individually or which (i) in the aggregate, has not had and aggregate would not reasonably be expected to have a Material Adverse Effect; Effect (but subject to Section 7.4(a)), and (ivii) would not have any material adverse effect on the Company ability of Holdings or any Seller to consummate the transactions contemplated hereby; provided that the representations and Seller warranties set forth in Sections 3.1(a), 3.1(b), 3.2, 3.4 (solely with respect to Holdings' or the Company's Annualized Adjusted Net Revenues and Annualized Adjusted EBITDA for the period from August 9, 2005 to June 30, 2006) and 3.8(i) shall have duly performed or complied with, be true and correct in all material respects. Holdings and the Sellers shall have, and Holdings shall have caused the Company to have, performed in all material respects each of the covenants, obligations its respective agreements and conditions covenants contained in or contemplated by this Agreement that are required to be performed or complied with by them under the terms of this Agreement on it at or prior to the Closing pursuant to the terms hereof. For purposes of this Section 7.1, if (i) the Annualized Adjusted Net Revenues reflected on the Audit for the period from August 9, 2005 to June 30, 2006 are less than $48,194,500 or at (ii) if the ClosingAnnualized Adjusted EBITDA derived from the Audit for the period from August 9, 2005 to June 30, 2006 is less than $7,847,000, then the representations and warranties set forth in Section 3.4 shall not be considered true and correct in all material respects for purposes of this Section 7.1.

Representations and Warranties; Covenants. (ii)(x) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as Each of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only Acquiror Specified Representations shall be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the Closing Date, as if made on such date hereof (without giving effect to any limitations as to materiality or “Acquiror Material Adverse Effect” set forth therein), (y) the representations and warranties of Parent contained in Section 5.08 shall be true and correct in all material respects as of the Closing Date, as if made on such date and (z) each of the other representations and warranties of the Acquiror contained in Article V shall be true and correct as of the Closing Date as if though made at and as of on such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of other than such date or with respect to such period); (iii) the other representations and warranties made by the Company as of another stated date, which representations and Seller in this Agreement warranties shall have been true and accurate correct as of such date) (disregarding for this purpose all references without giving effect to any limitations as to materiality or “material,” “Acquiror Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iiiz), to the extent the failure for those failures of such representations and warranties to be so true and correct as of such datesthat, individually or in the aggregate, has have not had and had, or would not reasonably be expected to have a have, an Acquiror Material Adverse Effect; and (ivii) the Company and Seller shall have duly performed or complied with, in all material respects, all each of the covenants, obligations covenants and conditions agreements of the Acquiror to be performed or complied with by them under the terms of this Agreement on or prior to the Closing shall have been performed or at complied with in all material respects; (iii) each of the ClosingSellers shall have received a certificate of the Acquiror dated the Closing Date signed by a duly authorized executive officer of the Acquiror stating that the conditions specified in clauses (i) and (ii) of this Section 8.02(a) (solely with respect to the representations, warranties, covenants and agreements of the Acquiror) have been waived or satisfied and (iv) each of the Sellers shall have received a certificate of the Parent dated the Closing Date signed by a duly authorized executive officer of Parent stating that the condition specified in clause (i) of this Section 8.02(a) (solely with respect to the representations and warranties of Parent contained in Section 5.08) has been waived or satisfied.

Representations and Warranties; Covenants. (i) The Each of the representations and warranties made by of Parent and the Company and Seller contained in ARTICLE III (other than as set forth in clause (ii) or clause (iii) of this Section 3.5(a8.03(a)) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than in de minimis respects correct (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifiers therein) as of the date hereof and as of the Closing Date as if made at on and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timedate, which need only be true and accurate as of such date or with respect to such period); (ii) the other than representations and warranties made by the Company as of another date, which representations and Seller in Section 3.2 and by Seller in Section 4.2 warranties shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date correct (except those representations and warranties that address matters only as of a particular date without giving effect to any “materiality” or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and or similar qualifications as to materiality set forth qualifiers therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (date, except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of that such representations and warranties failures to be true and correct as of such datescorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (ii) the Parent Fundamental Representations (other than the representations and warranties in Section 3.02(a)) shall in the aggregate be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on such date, other than Parent Fundamental Representations made as of another date, which representations and warranties shall have been true and correct in all material respects as of such date; (iii) each of the representations and warranties in Section 3.02(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on such date (other than inaccuracies that are de minimis in nature and amount); and (iv) the Company covenants contained in this Agreement required to be complied with by Parent and the Seller on or before the Closing shall have duly performed or been complied with, with in all material respects, all of the covenants, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closing.. 57

Representations and Warranties; Covenants. (i) (A) The representations and warranties made by of the Company and Seller (other than the Fundamental Representations) set forth in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Article IV shall have been be true and accurate other than correct (when read without any exception or qualification as to materiality or Material Adverse Effect) (x) in de minimis respects all material respects, as of the date hereof hereof, and (y) as of the Closing Date as if though made at and as of such date on the Closing Date (except that those representations and warranties that address matters only are made as of a particular specific date or only with respect to a specific period of time, which need only be true and accurate correct as of such date or with respect date), except to the extent that the failure of any such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been to be true and accurate correct, individually or in the aggregate, has not had, or would not reasonably be expected to have, a Material Adverse Effect, (B) the Fundamental Representations (other than Section 4.3) shall be true and correct (when read without any exception or qualification as to materiality or Material Adverse Effect) in all material respects as of the date hereof and as of the Closing Date as if though made at and as of such date on the Closing Date (except that those representations and warranties that address matters only are made as of a particular specific date or only with respect to a specific period of time, which need only be true and accurate correct in all material respects as of such date or with respect to such period); date) and (iiiC) the other representations and warranties made by of the Company and Seller set forth in this Agreement shall have been Section 4.3 must be true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and correct as of the date hereof and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters on the Closing Date, subject only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), exceptto, in the case of clause each case, de minimis inaccuracies, (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (ivii) the Company covenants and Seller shall have duly performed or complied with, agreements set forth in all material respects, all of the covenants, obligations and conditions this Agreement to be performed or complied with by them under the terms of this Agreement on Company at or prior to the Closing shall have been performed or at complied with in all material respects and (iii) Buyer shall have received an officer’s certificate of an officer of the ClosingCompany, dated as of the Closing Date, certifying as to the matters set forth in clauses (i) and (ii) of this Section 7.2(a).

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Seller, the Company and Seller the Loop Shareholders contained in Section 3.5(a) this Agreement and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Ancillary Documents shall have been be true and accurate other than correct in de minimis all material respects on and as of the date hereof of this Agreement or the date of such Ancillary Documents, as the case may be (provided that if such representations and warranties are already subject to a materiality qualification then the materiality qualification in this Section 6.2(a)(i) shall not apply); and on and as of the Closing Date Date, with the same effect as if though made at on and as of such date (except those provided that if such representations and warranties that address matters only are already subject to a materiality qualification, then the materiality qualification in this Section 6.2(a)(i) shall not apply), except to the extent any such representation and warranty is made as of a particular date or only with respect to a specific period of timespecified date, in which need only case such representation and warranty shall be true and accurate correct in all material respects on and as of such specified date or with respect (provided that if such representations and warranties are already subject to such perioda materiality qualification, then the materiality qualification in this Section 6.2(a)(i) shall not apply); , and (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 the Loop Shareholders shall have been true and accurate performed in all material respects as all obligations, agreements, undertakings, covenants and conditions of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions Ancillary Documents required to be performed or complied with by them under the terms of this Agreement on at or prior to or at the ClosingClosing Date; provided that if such obligations, agreements, undertakings, covenants and conditions are already subject to a materiality qualification, then the materiality qualification in this Section 6.2(a)(ii) shall not apply.

Representations and Warranties; Covenants. (i) The Each of the representations and warranties made by the Company and of BHGE LLC contained in Article III that are not Seller in Section 3.5(aFundamental Representations (disregarding any limitation or qualification as to materiality, material, material adverse effect or any similar qualifier) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than correct in de minimis all respects as of the date hereof on and as of the Closing Date as if made at and as of on the Closing Date, other than any such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company as of a specific date, which representations and Seller in Section 3.2 and by Seller in Section 4.2 warranties (disregarding any limitation or qualification as to materiality, material, material adverse effect or any similar qualifier) shall have been true and accurate correct in all respects on and as of such date, in each case, except where the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be expected to result in, a Material Adverse Effect, (ii) each of the representations and warranties of BHGE LLC that are set forth in ‎Section 3.04 and ‎Section 3.08 and that are qualified as to materiality, material, material adverse effect or any similar qualifier shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects as of the date hereof respects, on and as of the Closing Date as if made at and as of on the Closing Date, other than any such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company as of a specific date, which representations and Seller in this Agreement warranties qualified as to materiality, material, material adverse effect or any similar qualifier shall have been true and accurate (disregarding for this purpose correct in all references to “material,” “Material Adverse Effect” respects, and similar qualifications as to materiality set forth therein) those not so qualified shall have been true and correct in all material respects, on and as of such date, (iii) each of the date hereof other Seller Fundamental Representations shall be true and correct in all respects (except for de minimis failures to be so true and correct) as of the Closing Date as if made at on and as of the Closing Date (other than Seller Fundamental Representations that are made as of a specific date, which Seller Fundamental Representations shall have been true and correct in all respects (except for de minimis failures to be so true and correct) on and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (iv) the Company and covenants contained in this Agreement required to be complied with by the Seller before the Closing shall have duly performed or been complied with, with in all material respects, all and (v) the Buyer shall have received a certificate signed by a duly-authorized officer of BHGE LLC confirming the covenants, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closingforegoing.

Representations and Warranties; Covenants. (i) The representations and warranties made by set forth in Article 3 (excluding the Company and Seller in Section 3.5(aFundamental Representations) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than in de minimis respects correct (without regard to any Material Adverse Effect, materiality or similar qualifier) on and as of the date hereof Execution Date and as of at the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of on the Closing Date as if made at and as of such date (except those representations where such representation and warranties that address matters only as warranty speaks by its terms of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), exceptan earlier date, in the which case of clause (iii), to the extent the failure of such representations and warranties to it shall be true and correct as of such datesearlier date), except where the failure to be so true and correct, individually or in the aggregate, has not had and or would not reasonably be expected to have a Material Adverse Effect; Effect and (ivii) the Company Fundamental Representations shall be true and Seller correct in all respects on and as of the Execution Date and at the Closing Date as if made on the Closing Date (except where such representation and warranty speaks by its terms of an earlier date, in which case it shall be true and correct as of such earlier date). HRSN, HRSN-GP, and the Majority Owners shall have duly performed or and complied with, in all material respects, respects with all of the covenants, obligations Obligations and conditions agreements required to be performed or complied with by them under the terms of this Agreement on such Persons hereunder at or prior to or the Closing, and HRSN, HRSN-GP, and the Majority Owners shall have delivered to the Investors at the ClosingClosing a certificate dated the Closing Date and signed by a duly authorized officer of HRSN and HRSN- GP, as applicable, and each of the Majority Owners to the effect that the conditions set forth in this Section 7.02(a) have been satisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by of Parent, Merger Sub and Merger LLC set forth in Article V of this Agreement and the Company and Seller in Section 3.5(aParent Certificate (other than the Parent Fundamental Representations) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate correct in all respects (other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only are made as of a particular date or only with respect to a specific period of timedate, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such datesdate), individually or except where failure to be true and correct in all respects as of the aggregate, has not had and applicable date would not reasonably be expected to have a Material Adverse Effect; and material adverse effect on the ability of Parent, Merger Sub or Merger LLC to consummate the transactions contemplated hereby, (ivii) the Company Parent Fundamental Representations shall be true and Seller shall have duly performed or complied with, correct in all material respects, all respects (when read without any exception or qualification as to materiality) at and as of the covenantsdate of this Agreement and as of the Closing Date as though then made (except that those representations and warranties that are made as of a specific date need only be true and correct in all material respects as of such date and except in the case of the representations and warranties set forth in Section 5.7 of this Agreement for failures to be true and correct that are de minimis), obligations (iii) the covenants and conditions agreements set forth in this Agreement to be performed or complied with by them under the terms of this Agreement on Parent, Merger Sub and Merger LLC at or prior to the Effective Time shall have been performed or at complied with in all material respects, and (iv) the ClosingCompany shall have received an officer’s certificate of each of Parent, Merger Sub and Merger LLC, dated as of the Closing Date, certifying as to the matters set forth in clauses (i), (ii) and (iii) of this Section 7.1(a) (the “Parent Certificate”).

Representations and Warranties; Covenants. (ii)(x) The Each of the representations and warranties of the Sellers contained in Section 3.04 and the representations and warranties of the Company contained in Section 4.02(a) shall be true and correct in all respects (except, in the case of the representations and warranties of the Company contained in Section 4.02(a), for any failures to be true and correct that, individually or in the aggregate, are de minimis in nature and amount) as of the Closing Date, as if made on such date (other than such representations and warranties made by the Company as of another stated date, which representations and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 warranties shall have been true and accurate other than correct in de minimis all respects as of the date hereof and as such date), (y) each of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by of the Sellers contained in Section 3.01 and the representations of the Company and Seller contained in Section 3.2 4.01, Section 4.02(b) and by Seller in Section 4.2 4.25 shall have been be true and accurate correct in all material respects as of the date hereof and as of the Closing Date Date, as if made at and as of on such date (except those representations without giving effect to any limitations as to materiality or “Company Material Adverse Effect” set forth therein) and warranties that address matters only as (z) each of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by of the Sellers and the Company contained in Article III and Seller in this Agreement Article IV shall be true and correct as of the Closing Date, as if made on the Closing Date (other than such representations and warranties made as of another stated date, which representations and warranties shall have been true and accurate correct as of such date) (disregarding for this purpose all references without giving effect to any limitations as to materiality or “material,” “Company Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of this clause (iiiz), to the extent the failure for those failures of such representations and warranties to be so true and correct as of such datesthat, individually or in the aggregate, has have not had and had, or would not reasonably be expected to have have, a Company Material Adverse Effect; (ii) each of the covenants and agreements of the Sellers and the Company to be performed or complied with on or prior to the Closing (other than the covenants and agreements contained in Section 6.09) shall have been performed or complied with in all material respects; (iii) the Acquiror shall have received from the Sellers’ Representative a certificate signed on behalf of each Seller dated as of the Closing Date stating that the conditions set forth in clauses (i) and (ii) of this Section 8.03(a) as they apply to such Seller’s representations, warranties, covenants and agreements in this Agreement have been waived or satisfied; and (iv) the Company and Seller Acquiror shall have duly performed or complied with, in all material respects, all received a certificate of the covenants, obligations Company dated as of the Closing Date signed by a duly authorized executive officer of the Company stating that the conditions set forth in clauses (i) and conditions to be performed or complied with by them under the terms (ii) of this Agreement on Section 8.03(a) as they apply to the Company’s representations, warranties, covenants and agreements have been waived or prior to or at the Closingsatisfied.

Representations and Warranties; Covenants. (i) The (A) the representations and warranties made by the Company and of Seller set forth in Section 3.5(a(x) and in the first sentence of Section 3.10(c4.08 (Absence of Certain Changes) and by Seller in Section 4.5 shall have been be true and accurate correct in all respects on and as of the Agreement Date and the Closing Date, (y) the Fundamental Representations (other than the Asset Representations) shall be true and correct in all but de minimis respects on and as of the Agreement Date and the Closing Date (in each case except to the extent that such representation and warranty speaks as of a particular date, in which case such representation and warranty shall be true and correct in all but de minimis respects as of the date hereof such other date) and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iiz) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date Asset Representations (except those representations and warranties that address matters only as of a particular date or only with respect without giving effect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all any references to “material,” “materiality,” “Material Adverse Effect,” “material adverse effect” or other similar materiality qualifications contained or incorporated in any such representation or warranty) shall be true and similar qualifications correct in all material respects on as of the date hereof and at the Closing (except to materiality the extent that any such representations and warranties speak as of a particular date, in which case such representation and warranty shall be true and correct in all material respects as of such other date); and (B) the other representations and warranties of Seller set forth thereinin ARTICLE IV shall be true and correct without giving effect to any references to “material,” “materially,” “Material Adverse Effect,” “material adverse effect” (or other similar materiality qualifications contained or incorporated in any such representation or warranty) on and as of the date hereof and as of at the Closing Date as if made at (in each case except to the extent that any such representation and as of such date (except those representations and warranties that address matters only warranty speaks as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), exceptdate, in the which case of clause (iii), to the extent the failure of such representations representation and warranties to warranty shall be true and correct as of such datesother date), except for such failures to be true and correct that, individually or in the aggregate, has have not had and or would not reasonably be expected likely to have a Material Adverse Effect; and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closing.;

Representations and Warranties; Covenants. (i) (A) The representations representation and warranties made by warranty of the Company and Seller made in Section 3.5(a2.15(a) and in the first sentence (Absence of Section 3.10(cChanges or Events) and by Seller in Section 4.5 of this Agreement shall have been be true and accurate other than correct in all respects (subject to de minimis respects as of the date hereof exceptions) at and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iiB) the representations and warranties made by of the Company and Seller made in Section 3.2 2.01 (Organization and by Seller in Standing) and Section 4.2 2.02 (Authority; Binding Effect) of this Agreement shall have been be true and accurate correct in all material respects as of the date hereof at and as of the Closing Date as if though made at and as of such date (time, except those to the extent such representations and warranties that address matters only as of a particular date or only with respect expressly relate to a specific period of time, an earlier time (in which need only case such representations and warranties shall be true and accurate correct in all material respects at and as of such date or with respect to such periodearlier time); , (iiiC) the other representations and warranties made by of the Company and Seller made in Section 2.04 (Capitalization) of this Agreement shall have been be true and accurate correct in all respects (disregarding for this purpose all references subject to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth thereinde minimis exceptions) on and as of the date hereof at and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), except to the extent the failure of such representations and warranties expressly relate to an earlier time (in which case such representations and warranties shall be true and correct in all respects (subject to de minimis exceptions) at and as of such datesearlier time) and (D) the representations and warranties of the Company made in Article II of this Agreement (other than those listed in the preceding clauses (A), (B) and (C)) 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, has not had and would not reasonably be expected to have result in a Company Material Adverse Effect; provided, that solely with respect to the foregoing clause (D), qualifications as to “materially” or “Company Material Adverse Effect” shall be disregarded (except with respect to Section 2.05 (Financial Statements) and any such qualification to the extent it qualifies an affirmative obligation to list specified items on the Seller Disclosure Schedule, including as contemplated by Section 2.09(a) (ivReal Property), Section 2.09(b) the (Real Property), Section 2.10(b) (Intellectual Property), Section 2.11(a) (Contracts), Section 2.14(a) (Benefit Plans) and Section 2.14(e) (Benefit Plans)). The Company and Seller shall have duly performed or complied with, in all material respects, respects with all of the covenants, obligations and conditions covenants required by this Agreement to be performed or complied with by them under the terms Company prior to the Closing. Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing provisions of this Agreement on or prior to or at the ClosingSection 8.01(a)(i).

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company and Seller Acquiror contained in Section 3.5(athis Agreement (other than the Acquiror Fundamental Representations) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than in de minimis respects correct as of the date hereof and as of the Closing Date as if though made at on and as of such date the Closing (except those other than the representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only representations and warranties shall be true and accurate correct as of such date date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or with respect “Acquiror Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, or would not reasonably be expected to such period)have, an Acquiror Material Adverse Effect; (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 Acquiror Fundamental Representations shall have been be true and accurate in all material respects correct as of the date hereof and as of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of Closing (other than the Closing Date as if made at and as of such date (except those representations and warranties that address matters only made as of a particular date or only with respect to a specific period of timeanother stated date, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to shall be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (ivdate) the Company and Seller shall have duly performed or complied with, in all material respects, all ; (iii) each of the covenants, agreements and obligations and conditions of the Acquiror to be performed or complied with by them under on or prior to the Closing pursuant to the terms of this Agreement on or prior shall have been performed and complied with in all material respects; and (iv) Parent shall have received a certificate dated the Closing Date of the Acquiror signed by a duly authorized executive officer of the Acquiror stating that the conditions specified in clauses (i), (ii) and (iii) of this Section 8.02(a) have been satisfied (to or at the Closingextent not waived in writing by Parent).

Representations and Warranties; Covenants. (i) The representations and warranties made by Each of the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate Fundamental Representations (other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller contained in Section 3.2 4.05(a)) and by Seller the representations and warranties contained in Section 4.2 4.15(a) to the extent not qualified as to “materiality” or “Seller Material Adverse Effect” shall have been be true and accurate correct in all material respects and each of the Fundamental Representations to the extent so qualified by “materiality” or “Seller Material Adverse Effect” or contained in Section 4.05(a) shall be true and correct, in each case as of the date hereof and as effective time of the Closing Date as if though made at and as of such date (time except those to the extent such representations and warranties that address matters only as of a particular expressly relate to an earlier date or only with respect to a specific period of time, (in which need only case such representations and warranties shall be true and accurate correct in all material respects or true and correct, as applicable, as of such date or with respect to such period); earlier date) and (iiiii) the all other representations and warranties of Seller made by the Company and Seller in this Agreement shall have been be true and accurate correct (disregarding for this purpose all references without giving effect to any “material,” materiality”, “Seller Material Adverse Effect” and or similar qualifications as to materiality set forth thereinqualification) on and as of the date hereof and as effective time of the Closing Date as if though made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), except to the extent the failure of such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such datesearlier date), except for breaches as to matters that, individually or in the aggregate, has not had and would not be reasonably be expected likely to have a Seller Material Adverse Effect; and (iv) the Company and . Seller shall have duly performed or complied with, in all material respects, respects with all of the covenants, obligations and conditions covenants required by this Agreement to be performed or complied with by them under Seller by the terms time of this Agreement on or prior to or at the Closing. Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Parent Specified Representations shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the date hereof and Closing, as of if made on the Closing Date (other than the representations and warranties made as if made at of another stated date, which representations and warranties shall have been true and correct in all material respects as of such date date) (except those in either case without giving effect to (x) any limitations as to materiality or “Business Material Adverse 48 Effect” set forth therein and (y) any language in the first paragraph of ARTICLE IV regarding the dates the representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such periodare made); (iiiii) the other representations and warranties made by the Company and Seller of Parent contained in this Agreement (other than the Parent Specified Representations) shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of the Closing, as if made on the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such datesdate) (in either case without giving effect to (x) any limitations as to materiality or “Business Material Adverse Effect” set forth therein and (y) any language in the first paragraph of ARTICLE IV regarding the dates the representations and warranties are made), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, has have not had and had, or would not reasonably be expected to have have, a Business Material Adverse Effect; (iii) the covenants contained in this Agreement that are to be complied with by Parent on or before the Closing shall have been complied with in all material respects; and (iv) the Company and Seller Acquiror shall have duly performed or complied with, in all material respects, all received a certificate dated as of the covenantsClosing Date of Parent signed by a duly authorized executive officer of Parent stating that the conditions specified in clauses (i), obligations (ii) and conditions to be performed or complied with by them under the terms (iii) of this Agreement on Section 8.03(a) have been waived or prior to or at the Closingsatisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by of Seller and the Company made in (i) Section 3.01 (Organization, Standing and Authority; Execution and Delivery; Enforceability), Section 3.03 (Capitalization; Subsidiaries), Section 3.16 (Sufficiency of Assets) or Section 3.19 (Brokers) of this Agreement (each such representation, a “Seller in Section 3.5(aFundamental Representation”) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the date hereof of this Agreement and as of the Closing Date as if though made at and as of such date (time, except those to the extent such representations and warranties that address matters only as of a particular date or only with respect expressly relate to a specific period of timean earlier time (in which case, which need only such representations and warranties shall be true and accurate correct in all respects as of such date or with respect to such periodearlier time); , (iiiii) the other representations and warranties made by the Section 3.12(a) (Absence of Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” ) shall be true and similar qualifications as to materiality set forth therein) on and correct in all respects as of the date hereof of this Agreement and as of the Closing Date as if though made at as of such time and (iii) Article III of this Agreement (other than those listed in the preceding clauses (i) and (ii)) shall be true and correct as of the date of this Agreement and as of such date (except those representations and warranties that address matters only the Closing as of a particular date or only with respect to a specific period of time, which need only be true and accurate though made as of such date or with respect to such period), except, in the case of clause time (iii), except to the extent the failure of such representations and warranties expressly relate to an earlier time, in which case, such representations and warranties shall be true and correct as of such datesearlier time), except for such failure to be so true and correct that has not had or would not be reasonably likely to, individually or in the aggregate, has not had and would not reasonably be expected result in a Company Material Adverse Effect (without giving effect to have a any “materiality” or “Company Material Adverse Effect; ” or similar qualifications or limitations set forth therein). Each of Seller and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all respects with each of the covenantsobligations, obligations agreements and conditions covenants required by this Agreement to be performed or complied with by them under Seller or the terms Company by the time of the Closing. Each of Seller and the Company shall have delivered to Purchaser a certificate dated the Closing Date and signed by an authorized officer of each of Seller and the Company confirming the foregoing provisions of this Agreement on or prior to or at Section 8.01(a) (collectively, the Closing“Seller Officer Certificates”).

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Operating Partnership contained herein shall have been true and accurate other than correct in de minimis all respects on and as of the date hereof hereof, and shall be true and correct in all respects on and as of the date of the Initial Closing Date and each Closing subsequent to the Initial Closing with the same effect as if though such representations and warranties had been made at on and as of such the date of the Initial Closing (except those for representations and warranties that address matters only speak as of a particular specific date or only with respect to a specific period time other than the date of time, the Initial Closing (which need only be true and accurate correct in all respects as of such date or with respect to such periodtime); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate ), other than, in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timecases, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties failures to be true and and/or correct as of such dates, individually or would not in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any respect by materiality or as to Material Adverse Effect for purposes of this Section 7.1(a) such materiality or Material Adverse Effect qualification will be in all respects ignored (iv) but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The covenants and agreements of the Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions Operating Partnership to be performed on or complied before the date of the Initial Closing in accordance with by them under the terms of this Agreement on or prior shall have been duly performed in all respects, other than (except for the Company's obligation to or deliver the Preferred Units at the Initial Closing., and for the covenants set forth in Sections 5.2, 5.3, 5.4, 5.5, and 6.5, as to which the proviso set forth in this other than clause shall not apply) for such failures to have been performed as would not in the aggregate reasonably be expected to have

Representations and Warranties; Covenants. (i) The (A) the representations and warranties made by of the Company RAIT Selling Stockholders contained in Sections 4.01(a) (Organization, Power and Authority of the Seller in Section 3.5(aParties) and in 4.15 (Brokers) shall be true and correct as written as of the first sentence First Closing as if made on the First Closing Date (other than representations and warranties that are made as of Section 3.10(c) a specific date, which representations and by Seller in Section 4.5 warranties shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and correct as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate); (iiB) the representations and warranties made by of the Company and Seller RAIT Selling Stockholders contained in Section 3.2 and by Seller in Section 4.2 4.03 (Noncontravention) of this Agreement shall have been be true and accurate correct in all material respects as of the date hereof and as of the First Closing Date as if made at and as of such date on the First Closing Date (except those other than representations and warranties that address matters only are made as of a particular date or only with respect to a specific period of timedate, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and correct as of such date date); and (except those C) the representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true the RAIT Selling Stockholders contained in Sections 4.04 (Governmental Authorizations and accurate as of such date or with respect to such periodConsents), except, in the case 4.19 (Ownership of clause (iiiIRT Common Stock), to the extent the failure of such representations and warranties to 4.20 (No Other Representations and Warranties) shall be true and correct as of the First Closing as if made on the First Closing Date (other than representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct as of such datesdate); except with respect to this clause (C) for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of determining the satisfaction of the condition in this clause (i), no effect shall be given to any “material”, “Material Adverse Effect”, or other similar qualifier in such representations and warranties; (ivii) the Company and Seller covenants contained in this Agreement required to be complied with by the RAIT Selling Stockholders on or before the First Closing shall have duly performed or been complied with, with in all material respects; and (iii) the Buyer Parties shall have received a certificate signed by an authorized officer of RAIT, all of dated the covenantsFirst Closing Date, obligations with respect to the matters set forth in the foregoing clauses (i) and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closing(ii).

Representations and Warranties; Covenants. (i1) The representations and warranties made by the Company and Seller in Section 3.5(a6.05(b) shall be true and correct in all respects, in each case, as of the Closing as if made on the Closing Date; (2) the representations and warranties made in the first sentence of Section 3.10(c6.02(a) shall be true and by Seller correct in Section 4.5 all but de minimis respects, in each case, as of the Closing as if made on the Closing Date (other than representations and warranties that are made as of a specific date, which representations and warranties shall have been true and accurate other than correct in all but de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate); (ii3) the representations and warranties made by the Company and Seller in Section 3.2 6.01(a)(i) under clauses (1) and by Seller (3) thereof, Section 6.01(a)(ii) under clauses (1) and (3) thereof, Section 6.01(b), Section 6.01(c) and Section 6.07 qualified as to materiality or Parent Material Adverse Effect shall be true and correct in Section 4.2 all respects, and those representations and warranties made therein that are not so qualified shall be true and correct in all material respects, in each case, as of the Closing as if made on the Closing Date (other than representations and warranties that are made as of a specific date, which representations and warranties shall have been true and accurate correct in all respects for those qualified as to materiality or Parent Material Adverse Effect and in all material respects for those not so qualified, in each case, as of the date hereof such date); (4) all other representations and warranties of Parent contained in this Agreement shall be true and correct as of the Closing Date as if made at and as of such date on the Closing Date (except those other than representations and warranties that address matters only are made as of a particular date or only with respect to a specific period of timedate, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and correct as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent except where the failure of such representations and warranties to be true and correct as of such dateswould not be reasonably likely to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect; provided, however, that for purposes of determining the satisfaction of the condition in this clause (4), no effect shall be given to “material” or “Parent Material Adverse Effect” qualifications in such representations and warranties; and (iv5) the Company and Seller covenants contained in this Agreement required to be complied with by Parent on or before the Closing shall have duly performed or been complied with, with in all material respects, all and the Company shall have received a certificate signed by an authorized officer of Parent, dated the covenantsClosing Date, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closingforegoing effect.

Representations and Warranties; Covenants. (i) The representations and warranties of Purchaser made by the Company and Seller in Section 3.5(a4.01 (Organization and Standing) and in the first sentence Section 4.02 (Authority; Binding Effect) of Section 3.10(c) and by Seller in Section 4.5 this Agreement shall have been be true and accurate other than correct in all respects (subject to de minimis respects as of the date hereof exceptions) at and as of the Closing Date as if though made at and as of such date (time, except those to the extent such representations and warranties that address matters only as of a particular date or only with respect expressly relate to a specific period of time, an earlier time (in which need only case such representations and warranties shall be true and accurate correct in all respects (subject to de minimis exceptions) at and as of such date or with respect to such period); earlier time) and (ii) the representations and warranties of Purchaser made by in Article IV of this Agreement (other than those listed in the Company and Seller in Section 3.2 and by Seller in Section 4.2 preceding clause (i)) shall have been be true and accurate in all material respects as of the date hereof correct at and as of the Closing Date as if though made at and as of such date (time, except those to the extent such representations and warranties that address matters only as of a particular date or only with respect expressly relate to a specific period of an earlier time, in which need only case such representations and warranties shall be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made correct at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of earlier time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the except for such failure of such representations and warranties to be so true and correct as of such datesthat would not reasonably be expected to, individually or in the aggregate, has not had and would not reasonably be expected to have result in a Purchaser Material Adverse Effect; and provided, that solely with respect to the foregoing clause (iv) the Company and Seller ii), qualifications as to “materiality” or “Purchaser Material Adverse Effect” shall be disregarded. Purchaser shall have duly performed or complied with, in all material respects, respects with all of the covenants, obligations and conditions covenants required by this Agreement to be performed or complied with by them under Purchaser prior to the terms Closing. Purchaser shall have delivered to Seller a certificate dated the Closing Date and signed by an authorized officer of Purchaser confirming the foregoing provisions of this Agreement on or prior to or at the ClosingSection 8.02(a).

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 contained herein shall have been true and accurate other than correct in de minimis all respects on and as of the date hereof hereof, and shall be true and correct in all respects on and as of the Closing Date time of the Second Closing, with the same effect as if though such representations and warranties had been made at on and as of such date the Second Closing Date (except those for representations and warranties that address matters only speak as of a particular specific date or only with respect to a specific period of time, time other than the Second Closing Date (which need only be true and accurate correct in all respects as of such date or with respect to such periodtime); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate ), other than, in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timecases, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties failures to be true and and/or correct as of such dates, individually or would not in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any respect by materiality or as to Material Adverse Effect for purposes of this Section 7.2(a) such materiality or Material Adverse Effect qualification will be in all respects ignored (iv) but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The covenants and agreements of the Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions to be performed on or complied before the date of the Initial Closing in accordance with by them under the terms of this Agreement on shall have been duly performed in all respects, other than (except for the covenants set forth in Sections 5.1, 5.2 and 5.3, as to which the proviso set forth in this other-than clause shall not apply) for such failures to have been performed as would not in the aggregate reasonably be expected to have a Material Adverse Effect (provided, however, that if any such covenant or agreement is already qualified in any respect by materiality or as to Material Adverse Effect for purposes of determining whether this condition has been satisfied, such materiality or Material Adverse Effect qualification will be in all respects ignored and such covenant or agreement shall have been performed in all respects without regard to such qualification (but subject to the overall exception as to Material Adverse Effect set forth immediately prior to or this proviso)). The Company shall have delivered to Buyer at the ClosingSecond Closing a certificate of an appropriate officer in form and substance reasonably satisfactory to Buyer dated the Second Closing Date to such effect. In making any determination as to Material Adverse Effect under this Section 7.2(a), the matters referred to in such Section shall be aggregated and considered together.

Representations and Warranties; Covenants. There shall not have been any material breach by NewCo or Coty in the performance of any of their covenants and agreements herein; each of the representations and warranties of Coty set forth in (i) The representations Sections 4.2, 4.3(a), 4.3(b)(i)(1), 4.5 and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 4.6 shall have been be true and accurate other than correct in de minimis all respects as of the date hereof and as of the Closing Date as if made at on and as of such date (except those to the extent that such representations and or warranties that address matters only as of a particular expressly relate to an earlier date or only with respect to a specific period of time, in which need only be true and accurate case as of such earlier date or with respect to such periodtime); , (ii) the representations and warranties made by the Company and Seller in first two sentences of Section 3.2 and by Seller in Section 4.2 4.1 shall have been be true and accurate correct in all material respects as of the date hereof and as of the Closing Date as if made at on and as of such date the Closing Date (except those to the extent that such representations and or warranties that address matters only expressly relate to an earlier date or time, in which case as of a particular such earlier date or only with respect time), and (iii) Article IV (other than those referenced in the preceding clauses (i) and (ii)), when read without any exception or qualification as to a specific period “material”, “in all material respects” or other forms of timemateriality, which need only shall be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and correct as of the date hereof and as of the Closing Date as if though made at and on the Closing Date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such date (except those representations and warranties that address matters only as of a particular earlier date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent except where the failure of all such representations and warranties to be so true and correct as of such dateswould not have or reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectprevent, materially delay or materially impede the performance by NewCo or Coty of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and (iv) the Company and Seller there shall have been delivered to the Unit Holder Representative a certificate to such effect, dated the Closing Date, signed on behalf of NewCo and Coty by a duly performed or complied with, in all material respects, all of the covenants, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closingauthorized officer thereof.

Representations and Warranties; Covenants. (i) The representations and warranties of the Selling Members contained in Article III and the Fundamental Representations of the Companies and the Selling Party Representative shall be true and correct in all material respects (when read without any exception or qualification as to materiality or Company Material Adverse Effect), in each case as of the Closing, other than representations and warranties made by the Company as of another date, which representations and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 warranties shall have been true and accurate other than correct in de minimis all material respects (when read without any exception or qualification as of the date hereof and as of the Closing Date as if made at and to materiality or Company Material Adverse Effect) as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period)other date; (ii) the representations and warranties of the Companies contained in Article IV, except for the Fundamental Representations, shall be true and correct in all respects (when read without any exception or qualification as to materiality or Company Material Adverse Effect), in each case as of the Closing, other than representations and warranties made by the Company as of another date, which representations and Seller in Section 3.2 and by Seller in Section 4.2 warranties shall have been true and accurate correct in all material respects (when read without any exception or qualification as of the date hereof and as of the Closing Date as if made at and to materiality or Company Material Adverse Effect) as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period)date, except, in the case of clause (iii)each case, to the extent that the failure of any such representations and warranties to be true and correct as of such datescorrect, individually or in the aggregate, has does not had and have or would not reasonably be expected to have a Company Material Adverse Effect; (iii) the covenants contained in this Agreement to be complied with by the Companies and the Subsidiaries or the Selling Members on or before the Closing shall have been complied with in all material respects; and (iv) the Company and Seller Purchaser shall have duly performed or complied with, in all material respects, all received certificates of the covenantsCompanies and of the Selling Members to such effect substantially in the forms of Exhibit F and Exhibit G hereto, obligations and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closingrespectively.

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company and Seller Parent contained in Section 3.5(athis Agreement (other than those addressed in clauses (ii) and in the first sentence (iii) of this Section 3.10(c8.03(a)) and by Seller in Section 4.5 shall have been true and accurate other than in de minimis respects correct as of the date hereof of this Agreement (other than the representations and warranties made as of the Closing Date as if made at another stated date, which representations and warranties shall have been true and correct as of such date date) (in either case without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein), except those to the extent that any breaches of such representations and warranties that address matters only as of warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period)Material Adverse Effect; (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date Parent Specified Representations (except those representations and warranties that address matters only as for the third to last sentence of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such periodSection 3.03(a); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of the Closing Date in all material respects; (iii) the representation and warranty in the third to last sentence of Section 3.03(a) shall be true and correct as of the Closing Date; (iv) the covenants contained in this Agreement (except for the covenants contained in Sections 5.01, 5.07, 5.09, 5.16 and 5.17) that are to be complied with by the Parent or the Seller on or before the Closing shall have been complied with, except to the extent that any non-compliance with such datescovenants, individually or in the aggregate, has not had and had, or would not reasonably be expected to have have, a Material Adverse Effect; and (ivv) the Company covenants contained in Sections 5.01, 5.07, 5.09, 5.16 and 5.17 that are to be complied with by the Parent or the Seller on or before the Closing shall have duly performed or been complied with, with in all material respects, all ; and (vi) the Acquiror shall have received a certificate dated the Closing Date of the covenantsParent signed by a duly authorized executive officer of the Parent stating that the conditions specified in clauses (i), obligations (ii), (iii), (iv) and conditions to be performed or complied with by them under the terms (v) of this Agreement on Section 8.03(a) have been waived or prior to or at the Closingsatisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and of Seller contained in Section 3.5(a4.01, Section 5.01(a) and in the first sentence of (b), Section 3.10(c5.02 (other than Section 5.02(e)) and by Seller in Section 4.5 5.23 shall have been be true and accurate other than correct in de minimis all respects as of the date hereof and as of the Closing Date as if made at and as of such date on the Closing Date, (except those i) the other representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only Seller contained in Article IV and Article V shall be true and accurate correct (without giving effect to any limitations as of such date to materiality or with respect to such period); (ii) Company Material Adverse Effect set forth therein, other than the representations representation and warranties made by the Company and Seller warranty in Section 3.2 5.04(b) and by Seller in Section 4.2 shall have been true and accurate in all material respects any use of the defined term “Material Contract”) as of the date hereof and as of the Closing Date as if made at and on the Closing Date (other than any representation or warranty expressly made as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeanother date, which need only be true and accurate as of such date representation or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement warranty shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and correct as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent except where the failure of such representations and warranties to be true and correct as of such dateswarranties, individually or in the aggregate, to be true and correct has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect; and , (ivi) the Company and covenants contained in this Agreement to be complied with by Seller on or before the Closing shall have duly performed or been complied with, with in all material respects, all respects and (i) Buyer shall have received a certificate of Seller dated as of the covenantsClosing Date signed by a duly authorized executive officer of Seller certifying to the satisfaction of the conditions set forth in clauses (i), obligations (ii) and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closing(iii) above.

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 each Buyer contained herein shall have been true and accurate other than correct in de minimis all respects on and as of the date hereof hereof, and shall be true and correct in all respects on and as of the Closing Date with the same effect as if though such representations and warranties had been made at on and as of such date the Closing Date (except those for representations and warranties that address matters only speak as of a particular specific date or only with respect to a specific period of time, time other than the Closing Date (which need only be true and accurate correct in all respects as of such date or with respect to such periodtime); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate ), other than, in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timecases, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties failures to be true and and/or correct as of such dates, individually or would not in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect; and (iv) Effect on the Company or Buyer's ability to consummate the transactions contemplated hereby; provided, however, that if any of the representations and Seller shall have duly performed warranties is already qualified in any respect by materiality or complied with, as to Material Adverse Effect for purposes of this Section 7.4(a) such materiality or Material Adverse Effect qualification will be in all material respects, all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The covenants and agreements of the covenants, obligations and conditions each Buyer to be performed on or complied before the Closing Date in accordance with by them under the terms of this Agreement on or prior shall have been duly performed in all respects, other than (except for each Buyer's obligation to or pay the relevant Purchase Price at the Closing, except for Buyer's covenants set forth in Sections 5.2 and 5.3, as to which the proviso set forth in this other-than clause shall not apply) for such failures to have been performed as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company or such Buyer's ability to consummate the transactions contemplated hereby (provided, however, that if any such covenant or agreement is already qualified in any respect by materiality or as to Material Adverse Effect for purposes of determining whether this condition has been satisfied, such materiality or Material Adverse Effect qualification will be in all respects ignored and such covenant or agreement shall have been performed in all respects without regard to such qualification (but subject to the overall exception as to Material Adverse Effect set forth immediately prior to this proviso)). Buyer shall have delivered to the Company at the Closing a certificate of an appropriate officer in form and substance reasonably satisfactory to the Company dated the Closing Date to such effect.

Representations and Warranties; Covenants. (i) (A) The representations and warranties made by of the Company (other than the Fundamental Representations and Seller the representation and warranty set forth in Section 3.5(a4.8(a)) and set forth in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Article IV shall have been be true and accurate other than in de minimis respects correct (when read without any exception or qualification as to materiality, Material Adverse Effect or similar qualifiers) as of the date hereof of this Agreement and as of the Closing Date as if though made at and as of such date on the Closing Date (except that those representations and warranties that address matters only are expressly made as of a particular specific date or only with respect to a specific period of time, which need only be true and accurate correct as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), except, in the case of clause (iii), except to the extent that the failure of any such representations and warranties to be true and correct as of such datescorrect, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Material Adverse Effect; and , (ivB) the Company Fundamental Representations shall be true and Seller shall have duly performed correct (when read without any exception or complied withqualification as to materiality, Material Adverse Effect or similar qualifiers) in all material respects, all respects as of the covenantsdate of this Agreement and the Closing Date as though made on the Closing Date (except that those representations and warranties that are expressly made as of a specific date need only be true and correct as of such date) and (C) the representation and warranty set forth in Section 4.8(a) shall be true and correct in all respects as of the date of this Agreement and the Closing Date as though made on the Closing Date, obligations (ii) the covenants and conditions agreements set forth in this Agreement to be performed or complied with by them under any of the terms of this Agreement on Acquired Companies at or prior to the Closing shall have been performed or at complied with in all material respects and (iii) Parent shall have received an officer’s certificate of an officer of the ClosingCompany, dated as of the Closing Date, certifying as to the matters set forth in clauses (i) and (ii) of this Section 7.2(a).

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company and Seller set forth in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 ARTICLE IV shall have been be true and accurate other than in de minimis respects as of the date hereof correct at and as of the Closing Date as if made at and as of such date the Closing Date, except (except A) for changes contemplated or permitted by this Agreement, (B) for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, (which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such datesdate), individually or and (C) where the failure of the representations and warranties in the aggregate, has not had aggregate to be true and correct would not reasonably be expected to have a Material Adverse EffectEffect (it being agreed that any materiality or Material Adverse Effect qualifications (or variations thereof) in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Material Adverse Effect for purposes of this SECTION 7.2(a)(i)(C) and that any supplement to the Company Disclosure Schedule pursuant to clause (iii) of this SECTION 7.2(a) shall be disregarded in determining whether the condition set forth in this SECTION 7.2(a)(i) has been satisfied); and (ivii) the Company covenants and Seller shall have duly performed or complied with, agreements set forth in all material respects, all of the covenants, obligations and conditions this Agreement to be performed or complied with by them under the terms of this Agreement on Company at or prior to the Closing shall have been performed or at complied with in all material respects; (iii) Parent shall have received a certificate of the ClosingCompany (which certificate may include a supplement to the Company Disclosure Schedule, but which shall include only matters that occurred after the date hereof), dated as of the Closing Date, certifying as to the matters set forth in clauses (i) and (ii) of this SECTION 7.2(a).

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company of Parent and Seller Merger Sub contained in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 5.01 shall have been be true and accurate correct in all respects (other than in de minimis respects inaccuracies that are not material) as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeon the Closing Date, which need only be true and accurate as of such date or with respect to such period); (ii) the other representations and warranties made by the Company of Parent and Seller Merger Sub contained in Section 3.2 and by Seller in Section 4.2 Article V shall have been be true and accurate in all material respects correct (without giving effect to any limitations as to materiality or Parent Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date as if made at and on the Closing Date (other than any representation or warranty expressly made as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeanother date, which need only be true and accurate as of such date representation or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement warranty shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such datesdate), except to the extent that any failure of such representations and warranties, individually or in the aggregate, has to be true and correct have not had had, and would not reasonably be expected to have have, a Parent Material Adverse Effect; , (iii) the covenants contained in this Agreement to be complied with by Xxxxxx and Merger Sub at or before the Closing shall have been complied with in all material respects and (iv) the Company and Seller shall have duly performed or complied with, in all material respects, all received certificates of Parent and Merger Sub each dated as of the covenants, obligations Closing Date to such effect signed by a duly authorized executive officer of Parent and conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the ClosingMerger Sub.

Representations and Warranties; Covenants. (i) The representations and warranties made by (x) Each of the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Fundamental Representations shall have been be true and accurate other than correct in de minimis all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if though made at and as of such date time and (except those representations and warranties that address matters only as y) each of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and of Seller contained in this Agreement shall have been be true and accurate correct (disregarding for this purpose all references without giving effect to any limitations as to “material,materiality” or “Company Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and on and as of the Closing Date with the same effect as if though made at and as of such date time (except those for representations and warranties that address matters only are made as of a particular specific date or only with respect to a specific period of time, which need only representations and warranties shall be true and accurate correct at and as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent the failure except where all failures of such representations and warranties referenced in this clause (y) to be true and correct as of such datescorrect, have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (ii) the covenants contained in this Agreement to be complied with by Seller on or before the Closing shall have been complied with, except to the extent that any failure to comply with such covenants, individually or in the aggregate, to be so true and correct has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect; Effect since the date hereof, and (iviii) the Company and Seller Buyer shall have duly performed or complied with, in all material respects, all received a certificate of Seller dated as of the covenants, obligations and Closing Date to such effect signed by a duly authorized executive officer of Seller to the effect that the foregoing conditions to be performed or complied with by them under the terms of this Agreement on or prior to or at the Closinghave been satisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by Fundamental Representations of the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 Ceding Companies shall have been be true and accurate other than correct in de minimis all respects as of the date hereof hereof, as of the Phase 1 Closing Date and as of the Phase 2 Closing Date with the same force and effect as if though made at on and as of each such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timedate, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the of each Ceding Company and Seller contained in this Agreement shall have been be true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” correct as of the date hereof, as of the Phase 1 Closing Date and similar qualifications as to materiality set forth therein) of the Phase 2 Closing Date with the same force and effect as though made on and as of the date hereof and as of the Closing Date as if made at and as of each such date (except those to the extent that any such representations and warranties that address matters only are given as of a particular date or only with respect and relate solely to a specific period of timeparticular date or period, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to shall be true and correct as of such datesdate or period), except where the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifiers therein) would not have, or would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (iii) all covenants and (iv) the agreements of each Ceding Company and Seller shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions required by this Agreement to be performed or complied with by them under the terms of this Agreement it on or prior to or at the ClosingPhase 2 Closing Date shall have been performed and complied with in all material respects; and (iv) each Ceding Company shall have delivered to Buyer a certificate dated as of the Phase 2 Closing Date, and signed by a duly authorized executive officer of such Ceding Company, certifying to the fulfillment of the conditions set forth in clauses (i) through (iii) of this Section 7.03(a).

Representations and Warranties; Covenants. (i) The representations and warranties made by the Company and of Seller contained in Section 3.5(a4.01, Section 4.05, Section 4.06 Section 5.01(a) and in the first sentence of Section 3.10(c(b) and by Seller in Section 4.5 5.02 shall have been be true and accurate other than correct in de minimis all respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeon the Closing Date, which need only be true and accurate as of such date or with respect to such period); (ii) the other representations and warranties made by of Seller contained in Article IV and Article V shall be true and correct (without giving effect to any limitations as to materiality or Company Material Adverse Effect set forth therein, other than the Company representation and Seller warranty in Section 3.2 5.04(b) and by Seller in Section 4.2 shall have been true and accurate in all material respects any use of the defined terms “Material Contract” or “Material Distributor”) as of the date hereof and as of the Closing Date as if made at and on the Closing Date (other than any representation or warranty expressly made as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of timeanother date, which need only be true and accurate as of such date representation or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement warranty shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and correct as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such perioddate), except, in the case of clause (iii), to the extent except where the failure of such representations and warranties to be true and correct as of such dateswarranties, individually or in the aggregate, to be true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect; and , (iviii) the Company and Seller shall have duly performed or complied with, covenants contained in all material respects, all of the covenants, obligations and conditions this Agreement to be performed or complied with by them under the terms of this Agreement Seller on or prior before the Closing shall have been performed or complied with in all material respects and (iv) Buyer shall have received a certificate of Seller dated as of the Closing Date to or at the Closingsuch effect signed by a duly authorized executive officer of Seller.

Representations and Warranties; Covenants. (i) The representations and warranties made of the Parent and the Merger Sub set forth in Article 3 hereof which are not qualified by the Company and Seller in Section 3.5(a) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 materiality shall have been true and accurate other than in de minimis respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate correct in all material respects as of the date hereof of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made at Effective Time, and as of such date (except those ii) the representations and warranties that address matters only as of a particular date or only with respect to a specific period of timethe Parent and the Merger Sub set forth in Article 3 hereof, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made are qualified by the Company and Seller in this Agreement materiality shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and correct as of the date hereof of this Agreement and shall be true and correct as of the Closing Date as if made at and as of such date Effective Time (except those representations in the case of each of clauses (i) and warranties that address matters only as (ii), where such representation and warranty speaks by its terms of a particular date or only with respect to a specific period of timedifferent date, in which need only case it shall be true and accurate as of such date or with respect to such period), except, correct in all material respects (in the case of clause (iiii)) and in all respects (in the case of clause (ii)), as of such date) in each case except to the extent the failure of that such representations inaccuracies have not, and warranties to be true and correct as of such dateswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; prevent or materially delay or impede the Parent’s or the Merger Sub’s ability to consummate the transactions contemplated hereby. The Parent and (iv) the Company and Seller Merger Sub shall have duly performed or complied with, in all material respects, respects all of the covenants, obligations and complied with all agreements, undertakings, covenants and conditions required to be performed or complied with by them under the terms of this Agreement on hereunder at or prior to or the Effective Time, and the Parent shall have delivered to the Company at the ClosingClosing a certificate dated the Closing Date and signed by an officer of the Parent to the effect that the conditions set forth in this Section 6.3(a) have been satisfied.

Representations and Warranties; Covenants. (i) The representations and warranties made by of the Company set forth in Article IV of this Agreement and Seller in any certificate delivered pursuant to this Agreement (other than (A) representations that include exceptions or qualifications as to materiality or Material Adverse Effect and (B) representations set forth in Section 3.5(a4.4) and in the first sentence of Section 3.10(c) and by Seller in Section 4.5 shall have been be true and accurate other than correct in de minimis all material respects at and as of the date hereof of this Agreement and as of the Closing Date (except that those representations and warranties that are made as of a specific date need only be true and correct as of such date), (ii) the representations and warranties of the Company set forth in Article IV of this Agreement and in any certificate delivered pursuant to this Agreement that include exceptions or qualifications as to materiality or Material Adverse Effect shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date (except that those representations and warranties that are made as of a specific date need only be true and correct as of such date), (iii) the representations and warranties of the Company set forth in Section 4.4 shall be true and correct in all respects other than de minimis inaccuracies at and as of the date of this Agreement and as of the Closing Date as if though then made at and as of such date (except that those representations and warranties that address matters only are made as of a particular specific date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (ii) the representations and warranties made by the Company and Seller in Section 3.2 and by Seller in Section 4.2 shall have been true and accurate in all material respects as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period); (iii) the other representations and warranties made by the Company and Seller in this Agreement shall have been true and accurate (disregarding for this purpose all references to “material,” “Material Adverse Effect” and similar qualifications as to materiality set forth therein) on and as of the date hereof and as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except, in the case of clause (iii), to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectdate); and (iv) the Company covenants and Seller shall have duly performed or complied with, agreements set forth in all material respects, all of the covenants, obligations and conditions this Agreement to be performed or complied with by them under the terms of this Agreement on Company at or prior to the Closing shall have been performed or at complied with in all material respects, and (v) Parent shall have received an officer’s certificate of the ClosingCompany, dated as of the Closing Date, certifying as to the matters set forth in clauses (i), (ii) and (iii) of this Section 7.2(a) (the “Company Certificate”).