Common use of Representations and Warranties of Seller True and Correct at Closing Clause in Contracts

Representations and Warranties of Seller True and Correct at Closing. The representations and warranties of Seller contained in this Agreement or in any certificate delivered pursuant to the provisions of this Agreement that are qualified by the words “material,” “Seller Material Adverse Effect” and similar phrases shall be true and correct in all respects at and as of date of this Agreement and at and as of the Closing Date, except to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of the specified date, and the representations and warranties of Seller contained in this Agreement or in any Schedule, certificate or document delivered pursuant to the provisions hereof that are not so qualified shall be true and correct in all material respects at and as of date of this Agreement and at and as of the Closing Date, except to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all material respects as of the specified date.

Representations and Warranties of Seller True and Correct at Closing. The representations and warranties of Seller contained in this Agreement or in any Schedule, certificate or document delivered pursuant to the provisions of this Agreement that are qualified by hereof or in connection with the words “material,” “Seller Material Adverse Effect” and similar phrases transactions contemplated hereby shall be true and correct in all respects at and (without regard to any qualifications therein as of date of this Agreement and to materiality or material adverse effect) at and as of the Closing Date and with respect to the Transferred Premises, the Real Estate Closing Date, as though such representations and warranties were made at and as of the Closing Date and the Real Estate Closing Date, as the case may be, except (i) as affected by the transactions contemplated hereby and (ii) to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of the specified date; provided, and that this condition shall be deemed satisfied unless the failure of any such representations and warranties of Seller contained in this Agreement or in any Schedule, certificate or document delivered pursuant to the provisions hereof that are not so qualified shall be true and correct correct, individually or in all material respects at and as of date of this Agreement and the aggregate, at and as of the Closing Date, except Date has not had and could not reasonably be expected to the extent that such representations and warranties are made as of have a specified date, in which case such representations and warranties shall be true and correct in all material respects as of the specified dateSeller Material Adverse Effect.

Representations and Warranties of Seller True and Correct at Closing. The representations and warranties of Seller contained in this Agreement or in any certificate delivered pursuant to the provisions of this Agreement that are qualified by the words “material,” “Seller Material Adverse Effect” and similar phrases shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date, except to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of the specified date, and the representations and warranties of Seller contained in this Agreement or in any Schedule, certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby that are not so qualified shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date, except to the extent that such representations and Broadcom and Cypress Semiconductor Confidential warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all material respects as of the specified date.