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 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. The representations and warranties of Purchaser made by the Company in Section 2 hereof qualified as to materiality shall be true 6.01 and correct as of the Initial Closing at all times prior to and on the Closing Date, except (iSection 6.02(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. In the case of each representation and warranty in Article VI other than Section 6.01 and Section 6.02(a)(i), 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 earlier date; provided however), that notwithstanding the foregoing, the Company without taking into account any materiality qualification therein. Purchaser 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 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. [ * ] = 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. (a) The representations and warranties made by of the Company in Section 2 hereof qualified as to materiality contained herein shall be true and correct in all respects as of and at the Initial Closing at all times prior to and on time of the Closing DateClosing, except (i) for changes per- mitted or contemplated by this Agreement, (ii) to the extent that any such representation or warranty expressly speaks is made herein as of an earlier a specified date, in which case such representation or warranty shall be true and correct in all respects as of such earlier date, and, specified date and (iiiii) for the failure of such representations and warranties made by to be true, when read without giving effect to any materiality qualifiers contained therein, which would not, in the aggregate, have a Material Adverse Effect; the Company in Section 2 hereof not qualified as to materiality shall be true and correct have performed in all material respects all obligations and complied in all material respects with all covenants and other agreements required of it by this Agreement to be performed or complied with by it at all times or prior to the Closing; and on there shall have been delivered to Buyer a certificate to such effect, dated the Closing DateDate and signed by a senior executive officer of the Company. (b) The representations and warranties of the Sellers contained herein shall be true in all material respects as of and at the time of the Closing, except for changes permitted or contemplated by this Agreement and except to the extent that any such representation or warranty expressly speaks is made herein as of an earlier a specified date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier specified date; provided however, that notwithstanding and each of the foregoing, the Company Sellers shall only be have performed in all material respects all obligations and complied in all material respects with all covenants and other agreements required to update the Disclosure Schedules of them 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 or complied with by the Company on them at or prior to the date of such Closing shall have been performed or complied with in all material respectsClosing.

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 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 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 representations and warranties made by the Company of OWNERS set forth in Section 2 6.02 hereof qualified shall have been true and correct in all respects on and as of the date hereof 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 date of Closing 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, (ii) the representations and warranties made by the Company in Section 2 hereof not qualified as to materiality ). OWNERS shall be true and correct have performed in all material respects at all times prior to obligations and on the Closing Datecomplied with all agreements, except to the extent any such representation or warranty expressly speaks as of an earlier dateundertakings, 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 covenants and conditions contained in this Agreement required to be performed by the Company on it hereunder at or prior to the date Closing. (i) None of such Closing shall have been performed the representations, warranties, or complied with disclosures made to NEW OPERATORS by OWNERS herein, or in all any exhibit, schedule, list, certificate, or memorandum furnished or to be furnished to NEW OPERATORS by OWNERS in connection herewith, contains or will contain any untrue statement of a material respectsfact or omits or will omit any material fact, the omission of which would tend to make the statements made herein or therein misleading in any material respect.

Representations and Warranties; Covenants. The representations and warranties made of the Purchaser contained in this Agreement that are qualified 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 correct, 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 of the Company Purchaser contained in Section 2 hereof this Agreement that are not so qualified as to materiality shall be true and correct in all material respects respects, in each case at all times prior to and as of the Closing Date with the same effect as though made on the Closing Date, except for changes expressly contemplated by this Agreement and except for any particular representation or warranty that specifically addresses matters only as of a particular date (which shall remain true as of such date, to the extent any required above), except where such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall failure to be true and correct in all material respects as of such earlier date; provided howeverhas been or will be cured, that notwithstanding the foregoing, the Company shall only be required to update the Disclosure Schedules by the delivery remedied or otherwise accounted for pursuant 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 DateSale Approval Order. All covenants, The covenants and agreements and conditions contained in this Agreement to be performed complied with by the Company on Purchaser at or prior to before the date of such Closing shall have been performed or complied with in all material respects. At Closing, ParentCo shall have received a certificate of the Purchaser (the “Purchaser’s Certificate”) with respect to such truth and correctness of the Purchaser’s representations and warranties and such compliance by the Purchaser with its covenants and agreements hereunder signed by a duly authorized officer thereof.

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. (a) 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 Company, without giving any effect to and on the Closing Dateany materiality qualifications therein, 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 respects on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date) except (i) as otherwise contemplated by this Agreement and (ii) for such failures to be true and correct which in the aggregate would not have a Material Adverse Effect. The Company and its Subsidiaries shall have performed in all material respects each of its respective agreements and covenants contained in or contemplated by this Agreement that are required to be performed by it at all times or prior to and on the Closing Date, except pursuant to the extent terms hereof. (b) The representations and warranties of the Sellers, without giving effect to any such representation or warranty expressly speaks as of an earlier datemateriality qualifications therein, in which case such representation or warranty shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (i) as otherwise contemplated by this Agreement and (ii) for such failures to be true and correct which in the aggregate would not have a Material Adverse Effect on the ability of the Sellers to consummate the transactions contemplated hereby. Each of the Sellers shall have performed in all material respects as each 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, its respective agreements and conditions covenants contained in or contemplated by this Agreement that are required to be performed by the Company on it at or prior to the date of such Closing shall have been performed or complied with in all material respectspursuant to the terms hereof.

Representations and Warranties; Covenants. The representations and warranties made by of the Company Purchasers set forth in Section 2 Article III hereof qualified as to materiality shall be true and correct as of the Initial Closing at all times prior from the date hereof 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 of the Company Purchaser set forth in Section 2 Article III hereof not qualified as to materiality shall be true and correct in all material respects at all times prior from the date hereof 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 and the foregoingPurchaser shall have performed, satisfied and complied with in all material respects 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 required by this Agreement to be performed performed, satisfied or complied with by the Company Purchasers on or prior to the date of such Closing shall have been performed or complied with in all material respectsDate.

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.

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. (i) The representations and warranties made of the Acquiror contained in this Agreement shall in the case of representations and warranties qualified by materiality, be true and correct, and in the Company in Section 2 hereof case of representations and warranties not qualified as to materiality shall by materiality, be true and correct in all material respects, as of the Initial Closing at all times prior to and as if made on the Closing Date, except (i) to the extent that any such representation or warranty expressly speaks representations and warranties that are given as of an earlier date, in which case such representation a particular date or warranty relate solely to a particular date or period shall be true and correct as of such earlier datedate or period (subject to the same materiality standards as are applied to representations and warranties that do not relate solely to a particular date or period), andexcept where the failure to be true and correct would not impair or delay the ability of Acquiror to consummate the transactions contemplated by, or to perform Acquiror's obligations under, the Transaction Agreements; (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 covenants contained in this Agreement to be performed complied with by the Company on Acquiror at or prior to before the date of such Closing shall have been performed or complied with in all material respects; and (iii) Seller shall have received a certificate of the Acquiror to such effect signed by a duly authorized representative.

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.