Common use of Representations and Warranties; Covenants Clause in Contracts

Representations and Warranties; Covenants. The representations and warranties of the Company contained in ‎Article IV hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company in this Agreement under Sections ‎4.1, ‎4.3, ‎4.4 and ‎4.7 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), and the Company shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof).

Representations and Warranties; Covenants. The representations and warranties of the Company Purchaser contained in ‎Article IV III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchaser in this Agreement under Sections ‎4.1, ‎4.3, ‎4.4 ‎3.1 and ‎4.7 ‎3.2 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchaser shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Purchaser at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Date.

Representations and Warranties; Covenants. The representations and warranties of the Company Purchaser contained in ‎Article IV Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchaser in this Agreement under Sections ‎4.13.1, ‎4.3, ‎4.4 3.2 and ‎4.7 3.3(a) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchaser shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Purchaser at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Date.

Representations and Warranties; Covenants. The representations and warranties of the Company Purchaser contained in ‎Article IV Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchaser in this Agreement under Sections ‎4.13.1, ‎4.3, ‎4.4 3.2 and ‎4.7 3.7 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchaser shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Purchaser at or prior to the Closing Date (including providing all deliverables payment of the 1Look Shares Purchase Price as required pursuant to ‎Section Section 2.3(b)(ii) hereof).

Representations and Warranties; Covenants. The representations and warranties of the Company Purchaser contained in ‎Article IV Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Selling Shareholder Delivery Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchaser in this Agreement under Sections ‎4.13.1, ‎4.3, ‎4.4 3.2 and ‎4.7 3.7 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Selling Shareholder Delivery Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchaser shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Purchaser at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Selling Shareholder Delivery Date.

Representations and Warranties; Covenants. The representations and warranties of the Company Purchaser contained in ‎Article IV Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchaser in this Agreement under Sections ‎4.13.1, ‎4.3, ‎4.4 3.2 and ‎4.7 3.7 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchaser shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Purchaser at or prior to the Closing Date (including providing all deliverables payment of the Issued Shares Purchase Price as required pursuant to ‎Section 2.3(b)(iiSection 2.3(b)(i) hereof).

Representations and Warranties; Covenants. The representations and warranties of the Company Selling Shareholder contained in ‎Article Article IV hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Purchaser Payment Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Selling Shareholder in this Agreement under Sections ‎4.14.1, ‎4.3, ‎4.4 4.2 and ‎4.7 4.3 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Purchaser Payment Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), and the Company Selling Shareholder shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Selling Shareholder at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Purchaser Payment Date.

Representations and Warranties; Covenants. The representations and warranties of the Company Seller contained in ‎Article IV hereof this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of December 31, 2002, with the same force and effect as if made as of December 31, 2002 (except for those provided that any representations and warranties that are qualified by a materiality or Material Adverse Effectqualification shall be true and correct in all respects), other than such representations and warranties as are made as of another date, which shall be true and correct to such extent) as of the such date of this Agreement and as of the Closing Date as though made at in all material respects (provided that date (except for those any representations and warranties that speak as of are qualified by a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company in this Agreement under Sections ‎4.1, ‎4.3, ‎4.4 and ‎4.7 materiality qualification shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), and the Company shall have performed, satisfied and complied in all material respects with ; the covenants and agreements required by contained in this Agreement to be performed, satisfied or complied with by the Company Seller and Centerpulse at or prior to before the Closing Date (including providing shall have been complied with in all deliverables required pursuant material respects; and Purchaser shall have received a certificate of Seller and Centerpulse to ‎Section 2.3(b)(ii) hereof).such effect in form and substance reasonably satisfactory to Purchaser signed by a duly authorized officer thereof;

Representations and Warranties; Covenants. The representations and warranties of the Company Purchaser contained in ‎Article IV Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchaser in this Agreement under Sections ‎4.1, ‎4.3, ‎4.4 3.1 and ‎4.7 3.2 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchaser shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Purchaser at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Date.

Representations and Warranties; Covenants. The representations and warranties of the Company Purchaser contained in ‎Article IV Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Selling Shareholder Delivery Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchaser in this Agreement under Sections ‎4.13.1, ‎4.3, ‎4.4 3.2 and ‎4.7 3.7 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Selling Shareholder Delivery Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchaser shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Purchaser at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Selling Shareholder Delivery Date.

Representations and Warranties; Covenants. The representations and warranties of the Company Selling Shareholder contained in ‎Article Article IV hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Purchaser Payment Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Selling Shareholder in this Agreement under Sections ‎4.14.1, ‎4.3, ‎4.4 4.2 and ‎4.7 4.3 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Purchaser Payment Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), and the Company Selling Shareholder shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Selling Shareholder at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Purchaser Payment Date.

Representations and Warranties; Covenants. The representations and warranties of the Company Purchasers contained in ‎Article IV Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchasers in this Agreement under Sections ‎4.1, ‎4.3, ‎4.4 3.1 and ‎4.7 3.2 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchasers shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Purchasers at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Date.

Representations and Warranties; Covenants. The representations and warranties of the Company contained in ‎Article IV hereof Purchaser shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date time (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchaser in this Agreement under Sections ‎4.1, ‎4.3, ‎4.4 3(a) and ‎4.7 3(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date time (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchaser shall have performed, satisfied and complied in all material respects with the covenants covenants, agreements and agreements conditions required by this Agreement to be performed, satisfied or complied with by the Company Purchaser at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Date.

Representations and Warranties; Covenants. The representations and warranties of the Company Sellers contained in ‎Article IV hereof this Agreement (including the Disclosure Schedules, as they may have been supplemented or amended in accordance with Section 5.16, and Exhibits) or any certificate, instrument or other document delivered to Acquiror in connection herewith shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though if made at that date on the Closing Date (except for those without giving effect to any express limitation or qualification in such representations and warranties that speak as of a specific date, which shall be so true and correct in all to “materiality,” including the word “material” or “material respects as of such specified dateadverse effect”); provided that each representation or warranty made by the Company representations and warranties in this Agreement under Sections ‎4.1, ‎4.3, ‎4.4 3.1 and ‎4.7 3.2 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), respects. The Sellers and the Company Companies shall have performed, satisfied duly performed and complied in all material respects with the all covenants and agreements required by this Agreement to be performed, satisfied or complied with performed by the Company such parties at or prior to the Closing Date (including providing all deliverables required pursuant Date. Acquiror shall have been furnished with a certificate of the Seller Representative, dated the Closing Date, certifying on behalf of such Sellers in such detail as Acquiror reasonably may request to ‎Section 2.3(b)(ii) hereof)the fulfillment of the foregoing conditions.

Representations and Warranties; Covenants. The representations and warranties of the Company each Purchaser contained in ‎Article IV Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the applicable Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company such Purchaser in this Agreement under Sections ‎4.13.1, ‎4.3, ‎4.4 3.2 and ‎4.7 3.3(a) shall be true and correct in all respects as of the date of this Agreement and as of the applicable Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company such Purchaser shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company such Purchaser at or prior to the applicable Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Date.

Representations and Warranties; Covenants. The representations and warranties of the Company Purchaser contained in ‎Article IV Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company Purchaser in this Agreement under Sections ‎4.13.1, ‎4.3, ‎4.4 3.2 and ‎4.7 3.7 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date), ; and the Company Purchaser shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company Purchaser at or prior to the Closing Date (including providing all deliverables required pursuant to ‎Section 2.3(b)(ii) hereof)Date.