Common use of Representations and Warranties; Covenants Clause in Contracts

Representations and Warranties; Covenants. The representations and warranties made by the Company in Section 2 hereof qualified as to materiality shall be true and correct as of the Initial Closing at all times prior to and on the Closing Date, except (i) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the representations and warranties made by the Company in Section 2 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided however, that notwithstanding the foregoing, the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects.

Representations and Warranties; Covenants. The representations and warranties made by the Company in Section 2 hereof qualified as to materiality shall be true and correct as of the Initial Closing at all times prior to and on the Closing Date, except (i) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the representations and warranties made by the Company in Section 2 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided however, that notwithstanding the foregoing, the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects.

Representations and Warranties; Covenants. The representations and warranties made by the Company in Section 2 3 hereof qualified as to materiality shall be true and correct as of the Initial Closing at all times prior to and on the each Closing Date, except (i) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the representations and warranties made by the Company in Section 2 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided however, that notwithstanding the foregoing, the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects.

Representations and Warranties; Covenants. (i) The representations and warranties of Purchaser made by the Company in Section 2 hereof qualified 4.01 of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing as though made as of such time, except to materiality the extent 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 as of such earlier time) and (ii) the representations and warranties of Purchaser made in Article IV of this Agreement (other than those listed in the preceding clause (i)) shall be true and correct as of the Initial Closing at all times prior to date of this Agreement and on as of the Closing Dateas though made as of such time, (except (i) to the extent any such representation or warranty representations and warranties expressly speaks as of relate to an earlier datetime, in which case case, such representation or warranty representations and warranties shall be true and correct as of such earlier datetime), and, (ii) the representations and warranties made by the Company in Section 2 hereof not qualified as except for such failure to materiality shall be so true and correct that has not had or would not be reasonably likely to, individually or in the aggregate, result in a Purchaser Material Adverse Effect (without giving effect to any “materiality” or “Purchaser Material Adverse Effect” or similar qualifications or limitations set forth therein). Purchaser shall have performed or complied in all material respects at all times prior to with each obligation, agreement and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided however, that notwithstanding the foregoing, the Company shall only be covenant required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respectsby Purchaser by the time of 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 provisions of this Section 8.02(a) (the “Purchaser Officer Certificate”).

Representations and Warranties; Covenants. The representations and warranties made by the Company of Seller in Section 2 hereof qualified as to materiality shall be true 4.01 and correct as of the Initial Closing at all times prior to and on the Closing Date, except (iSection 4.02(a)(i) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the representations and warranties made by the Company in Section 2 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of the time of the Closing as though made as of such time, without taking into account any materiality qualification therein. The representation and warranty of Seller contained in Section 4.09(a) shall be true and correct as of the time of the Closing as though made as of such time. In the case of each representation and warranty in Article IV other than Section 4.01, Section 4.02(a)(i) and Section 4.09(a), such representations and warranties shall be true and correct as of the time of 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 earlier date; provided however), that notwithstanding in each case except for breaches as to matters that, individually or in the foregoingaggregate, the Company would not be reasonably likely to have a Material Adverse Effect. Seller shall only be have performed or complied in all material respects with all obligations and covenants required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respectsby Seller by the time of 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. The Subject to Section 9.10, the representations and warranties made by of the Company set forth in Section 2 ARTICLE 3 herein (i) that are qualified by materiality or Material Adverse Effect shall be true and correct on and as of the date hereof qualified as and at the time immediately prior to materiality 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 Initial Closing at all times prior to and time of Closing) as if made on the Closing Date, Date (except (i) to the extent any where such representation or and warranty expressly speaks as by its terms of an earlier a different date, in which case such representation or warranty it shall be true and correct as of such earlier date), and, and (ii) the representations and warranties made by the Company in Section 2 hereof that are not qualified as to by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the date hereof and at all times 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 in all material respects as of the time of Closing) as if made on the Closing Date, Date (except to the extent any where such representation or and warranty expressly speaks as by its terms of an earlier a different date, in which case such representation or warranty it shall be true and correct in all material respects as of such earlier date; provided however, that notwithstanding the foregoing, the ). The Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule have performed in all material respects all obligations and complied with respect to any information that is of a material nature as of such proposed Closing Date. All covenantsall agreements, agreements undertakings, covenants and conditions contained in this Agreement required to be performed by it hereunder, except with respect to the obligations of the Company on set forth under Section 6.06 hereof, at or prior to the date of such Closing Closing, and the Company shall have delivered to the Investor at the Closing a certificate dated the Closing Date and signed by an officer of the Company to the effect that the conditions set forth in this Section 7.02(a) have been performed or complied with in all material respectssatisfied.

Representations and Warranties; Covenants. The All representations and warranties made by the Company in Section 2 hereof this Agreement that are qualified as to materiality by Material Adverse Effect or “material” and the representations and warranties contained in Sections 3.5(a) and 3.5(b) shall have been true and correct on the date of this Agreement and shall be true and correct as of the Initial Closing at all times prior to Date as though such representations and warranties were made as of the Closing Date (or on the Closing Date, except (i) to date when made in the extent case of any such representation or warranty expressly speaks as of which specifically relates to an earlier date), in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the all other representations and warranties made by the Company in Section 2 hereof this Agreement not so qualified as to materiality shall be have been true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as date of an earlier date, in which case such representation or warranty this Agreement and shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made as of the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date), and the Company 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 it under the terms of this Agreement on or prior to or at Closing; provided howeverthat, with respect to covenants, obligations and conditions that notwithstanding the foregoingare qualified by materiality, the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with all such covenants, obligations and conditions in all material respects.

Representations and Warranties; Covenants. The representations and warranties made by the Company in Section 2 3 hereof qualified as to materiality shall be true and correct as of the Initial Closing at all times prior to and on the each Closing Date, except (i) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the representations and warranties made by the Company in Section 2 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided however, that notwithstanding the foregoing, the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers Subscriber by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects.

Representations and Warranties; Covenants. (i) (A) The representations and warranties made by of the Company (other than the Fundamental Representations and the Specified IP Representations) set forth in Section 2 hereof Article IV that are qualified as to by materiality or Material Adverse Effect shall be true and correct as of the Initial date hereof and as of the Closing at all times prior to and Date as though made on the Closing Date, Date (except (i) to the extent any such representation or warranty expressly speaks that those representations and warranties that are made as of an earlier date, in which case such representation or warranty shall a specific date need only be so true and correct as of such earlier date) and (B) the Fundamental Representations, and, (ii) the Specified IP Representations and the representations and warranties made by of the Company set forth in Section 2 hereof Article IV that are not qualified as to by materiality or Material Adverse Effect shall be true and correct (in all material respects at all times prior the case of the Fundamental Representations and the Specified IP Representations, when read without any exception or qualification as to and on the Closing Date, except to the extent any such representation materiality or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct Material Adverse Effect) in all material respects as of such earlier date; provided however, the date hereof and as of the Closing Date as though made on the Closing Date (except that notwithstanding the foregoing, the Company shall those representations and warranties that are made as of a specific date need only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature so true and correct as of such proposed Closing Date. All covenantsdate), (ii) the covenants and agreements and conditions contained set forth in this Agreement to be performed or complied with by the Company on at or prior to the date of such Closing shall have been performed or complied with in all material respectsrespects and (iii) Parent shall have received an officer’s certificate of the Company, 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. The representations and warranties made by of the Company in Section 2 hereof qualified as to materiality and the Operating Partnership contained herein shall be have been true and correct in all material respects on and as of the Initial Closing at all times date hereof (subject to the Company's right to deliver, amend or modify any Schedules described herein prior to the Closing), and on the Closing Date, except (i) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the representations and warranties made by the Company in Section 2 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to on and on as of the date of the Closing Date, except to (as supplemented by any Schedules delivered prior thereto) with the extent any same effect as though such representation or warranty expressly speaks representations and warranties had been made on and as of an earlier date, in the Closing (except for representations and warranties that speak as of a specific date or time other than the Closing (which case such representation or warranty shall need only be true and correct in all material respects as of such earlier date; provided however, that notwithstanding the foregoing, date or time)). The covenants and agreements of the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to before the date of such Closing in accordance with this Agreement shall have been duly performed or complied with in all material respectsrespects (except for the Company's obligation to deliver the Purchased Shares at the Closing). The Company shall have delivered to Buyer at the Closing a certificate of an appropriate officer in form and substance reasonably satisfactory to Buyer dated the date of the Closing to such effect.

Representations and Warranties; Covenants. The representations and warranties made by the Company in Section 2 hereof of Buyer contained herein that are not qualified as to materiality shall be have been true and correct in all material respects on and as of the Initial Closing at all times prior to date hereof, and on the Closing Date, except (i) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the representations and warranties made by the Company in Section 2 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to on and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in the Initial Closing Date with the same effect as though such representations and warranties had been made on and as of the Initial Closing Date (except for representations and warranties that speak as of a specific date or time other than the Initial Closing Date (which case such representation or warranty shall need only be materially true and correct in all material respects as of such earlier date; provided howeverdate or time), that notwithstanding and the foregoing, the Company representations and warranties already qualified with respects to materiality shall only be required to update the Disclosure Schedules by the delivery have been true and correct in all respect at each such date without regard to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions materiality qualification contained in this Agreement Section 8.2(a). The covenants and agreements of Buyer to be performed by the Company on or prior to before the date of such Initial Closing Date in accordance with this Agreement shall have been duly performed or complied with in all material respects. Buyer shall have delivered to the Trust at the Initial Closing a certificate of an appropriate officer in form and substance reasonably satisfactory to the Trust dated the Initial Closing Date to such effect.

Representations and Warranties; Covenants. The All representations and warranties made by Parent and Newco in this Agreement that are qualified by “material adverse effect” or “material” shall have been true and correct on the Company in Section 2 hereof qualified as to materiality date of this Agreement and shall be true and correct as of the Initial Closing at all times prior to Date as though such representations and warranties were made as of the Closing Date (or on the Closing Date, except (i) to date when made in the extent case of any such representation or warranty expressly speaks as of which specifically relates to an earlier date), in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the all other representations and warranties made by the Company Parent or Newco in Section 2 hereof this Agreement not so qualified as to materiality shall be have been true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as date of an earlier date, in which case such representation or warranty this Agreement and shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made as of the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date; provided however), that notwithstanding and Parent and Newco shall have duly performed or complied with, in all material respects, all of the foregoing, the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements obligations and conditions contained in this Agreement to be performed or complied with by each of them under the Company terms of this Agreement on or prior to the date of such Closing or at Closing; provided that, with respect to covenants, obligations and conditions that are qualified by materiality, Parent and Newco shall have been performed or complied with all such covenants, obligations and conditions in all material respects.. 49

Representations and Warranties; Covenants. The representations and warranties made by of the Company in Section 2 hereof qualified as to materiality contained herein shall be have been true and correct in all respects on and as of the Initial Closing at all times prior to date hereof, and on the Closing Date, except (i) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the representations and warranties made by the Company in Section 2 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to on and as of the relevant Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, Date (except to the extent any such representation or warranty expressly speaks for representations and warranties that speak as of an earlier date, in a specific date or time other than such Closing Date (which case such representation or warranty shall need only be true and correct in all material respects as of such earlier date; provided however, that notwithstanding the foregoing, date or time)). The covenants and agreements of the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements and conditions contained in this Agreement to be performed on or before the relevant Closing Date in accordance with this Agreement shall have been duly performed in all respects except for the Company's obligation to deliver the relevant shares of Company Preferred Stock at the relevant Closing. The terms and conditions of the Certificate of Designation shall have been observed in all respects by the Company on or prior and as of the relevant Closing Date. As to each Closing other than the Initial Closing, no condition to the date obligations of such Closing Buyer to purchase and pay for the Purchased Shares at the Initial Closing, and that was not duly waived by Buyer, shall have been performed or complied with failed to be satisfied as of the Initial Closing. The Company shall have delivered to Buyer at the relevant Closing a certificate of an appropriate officer in all material respectsform and substance reasonably satisfactory to Buyer dated the relevant Closing Date to such effect.

Representations and Warranties; Covenants. The All representations and warranties made by Bxxxxxx and Bxxxxxx Shareholders in this Agreement, the Company in Section 2 hereof qualified as to materiality Schedules and the Exhibits shall be true true, correct and correct as of the Initial Closing at all times prior to and on the Closing Date, except (i) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, (ii) the representations and warranties made by the Company in Section 2 hereof not qualified as to materiality shall be true and correct complete in all material respects at all times prior to and on the date hereof and as of the Closing Date, except to Date as though such representations and warranties were made as of the extent Closing Date (or on the date when made in the case of any such representation or warranty expressly speaks as of which specifically relates to an earlier date), except that such representations and warranties which are qualified by materiality or the absence of a Material Adverse Change or Material Adverse Effect shall be true, correct and complete in which all respects on the date hereof and as of the Closing Date as though such representations and warranties were made as of the Closing Date (or on the date when made in the case such of any representation or warranty which specifically relates to an earlier date). Bxxxxxx and Bxxxxxx Shareholders shall be true and correct have duly performed or complied with, in all material respects as respects, all of such earlier date; provided however, that notwithstanding the foregoing, the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date. All covenants, agreements obligations and conditions contained in this Agreement to be performed or complied with by it under the Company terms of this Agreement on or prior to Closing, except that such covenants, obligations and conditions which are qualified by materiality or the date absence of such Closing a Material Adverse Change or Material Adverse Effect shall have been be performed or complied with in all material respectsrespects on or prior to the Closing Date.