Common use of Representations and Warranties of Transferors; Performance Clause in Contracts

Representations and Warranties of Transferors; Performance. (i) The representations and warranties of Transferors set forth in Article III shall be true and correct in all material respects (other than those representations and warranties subject to any Materiality Requirements which shall be true and correct in all respects), as of the Execution Date 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 specific date, which shall be true and correct as of such specific date); provided such materiality exception shall not apply with respect to the Fundamental Representations (other than Sections 3.1(a), Section 3.13 and the second sentence only of each of Section 3.10(a) and (b)) which all shall be true and correct in all respects as of the Execution Date 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 specific date, which shall be true and correct as of such specific date); (ii) each Transferor and the Company shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of such Transferor or the Company by this Agreement as of the Closing; and (iii) each Transferor shall have furnished HSE at the Closing with a certificate signed by a principal executive officer to such effect.

Representations and Warranties of Transferors; Performance. (i) The representations and warranties of Transferors set forth in Article III shall be true and correct in all material respects (other than those representations and warranties subject to any Materiality Requirements which shall be true and correct in all respects), as of the Execution Date 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 specific date, which shall be true and correct as of such specific date); provided such materiality exception shall not apply with respect to the Fundamental Representations (other than Sections 3.1(a), Section 3.13 and the second sentence only of each of Section 3.10(a) and (b)) which all shall be true and correct in all respects as of the Execution Date 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 specific date, which shall be true and correct as of such specific date); (ii) each Transferor and the each Company shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of such Transferor or the such Company by this Agreement as of the Closing; and (iii) each Transferor shall have furnished HSE at the Closing with a certificate signed by a principal executive officer to such effect.