Representations, Warranties and Covenants of the Shareholder and the Company Sample Clauses

Representations, Warranties and Covenants of the Shareholder and the Company. The representations and warranties in Section 5 as applicable to the Shareholder, the Company and the Foreign Subsidiaries in connection with the Share Purchases shall be true and correct in all respects, if qualified by materiality or Material Adverse Effect, and shall be true and correct in all material respects, if not qualified by materiality or Material Adverse Effect, at and as of the Share Purchase Closing with the same effect as though made at and as of such time (except that those representations and warranties that are made as of a specific date shall be correct only as of such date). The Shareholder and the Company shall have duly performed and complied in all material respects with all covenants contained herein required to be performed or complied with in connection with the Share Purchases by it at or before the Share Purchase Closing.
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