Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY AND SELLER REGARDING THE SECOND CLOSING Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY AND SELLER REGARDING THE SECOND CLOSING. All of the representations and warranties of the Company and Seller set forth in Article 5 hereof shall be true and correct in all material respects as of the Second Closing Date, with the same force and effect as though made on and as of the Second Closing Date, except as otherwise contemplated by the express terms of this Agreement. For the purpose of this Article 11, each reference in Article 5 hereof to the "Initial Closing" and the "Initial Closing Date" shall be deemed to be a reference to the Second Closing and the Second Closing Date, respectively, and each reference to the "Initial Shares" shall be deemed to be a reference to the Option Shares. Each of Seller and the Company further jointly and severally represent, warrant and covenant to Buyer as follows:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY AND SELLER REGARDING THE SECOND CLOSING. All of the representations and warranties of the Company and Seller set forth in Article 5 hereof shall be true and correct in all material respects as of the Second Closing Date, with the same force and effect as though made on and as of the Second Closing Date, except as otherwise contemplated by the express terms of this Agreement. For the purpose of this Article 11, each reference in Article 5 hereof to the "Initial Closing" and the "Initial Closing Date" shall be deemed to be a reference to the Second Closing and the Second Closing Date, respectively, and each reference to the "Initial SharesInterests" shall be deemed to be a reference to the Option SharesInterests. Each of Seller and the Company further jointly and severally represent, warrant and covenant to Buyer as follows: