Common use of Representations, Warranties and Covenants of Sellers Clause in Contracts

Representations, Warranties and Covenants of Sellers. (i) (A) The representations and warranties of Sellers set forth in Section 3.1(e), Section 3.1(h), Section 3.11, Section 3.16(a), shall be true, accurate and complete in all respects as of the date of this Agreement and (except to the extent such representation or warranty speaks as of an earlier date, in which case the representation or warranty shall be true and correct as of such date) as of the Closing Date as though made on and as of that date and (B) the representations and warranties of the Sellers set forth in Article III (other than the representations and warranties set forth in Section 3.1(e), Section 3.1(h), Section 3.11, Section 3.16(a)) shall be true, accurate and complete (disregarding any qualifications as to materiality or Material Adverse Effect) as of the date of this Agreement and (except to the extent such representation or warranty speaks as of an earlier date, in which case the representation or warranty shall be true and correct as of such date) as of the Closing Date as though made on and as of that date, except (in the case of this clause (B) only), for any failures of such representations and warranties to be so true, accurate and complete that do not constitute a Material Adverse Effect, and (ii) the covenants and agreements of Sellers to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.

Representations, Warranties and Covenants of Sellers. (i) (Aa) The representations and warranties of Sellers set forth contained in Section 3.1(e)ARTICLE III, Section 3.1(h), Section 3.11, Section 3.16(a), shall be true, accurate ARTICLE IV and complete in all respects as of the date ARTICLE V of this Agreement considered individually, and (except to the extent all of such representation or warranty speaks as of an earlier daterepresentations and warranties taken collectively, in which case the representation or warranty shall be true and correct as of such date) in all material respects on and as of the Closing Transaction Date with the same effect as though such representations and warranties had been made on and as of that date and such date, except for (Bi) the such representations and warranties that contain a standard of the Sellers set forth in Article III (other than the representations and warranties set forth in Section 3.1(e)materiality, Section 3.1(h), Section 3.11, Section 3.16(a)) shall be true, accurate and complete (disregarding any qualifications as to materiality or Material Adverse Effect) as of the date of this Agreement and (except to the extent such representation or warranty speaks as of an earlier date, in which case the representation or warranty shall be true and correct in all respects, (ii) representations and warranties that speak as of a specific date or time other than the Effective Date, which need only be true and correct in all material respects or all respects, as the case may be, as of such date) as of the Closing Date as though made on and as of that date, except (in the case of this clause (B) only), for any failures of such representations and warranties to be so true, accurate and complete that do not constitute a Material Adverse Effectdate or time, and (iiiii) matters occurring or related to the period between the Effective Date and the Transaction Date and identified by Sellers at or before Closing which do not, in the aggregate, constitute a Substantial Adverse Effect. (b) The covenants and agreements of Sellers contained in this Agreement to be performed on or before the Closing Transaction Date in accordance with this Agreement shall have been duly performed in all material respects, except for such covenants and agreements that contain a standard of materiality, which shall have been duly performed in all respects, and Purchaser shall have received at the Closing a certificate, dated the Transaction Date and validly executed on behalf of each Seller, to the effect that the conditions set forth in Section 9.1(a), Section 9.1(b), Section 9.3 and Section 9.4 have been satisfied.