The Seller’s Warranties and Covenants. Each of the Warranties contained in paragraphs 1, 3, 4 and 13 of Schedule 5 being true and correct on the date of this agreement as if made on the date of this agreement and as of the Completion Date (except to the extent that any such Warranties are given as of a particular date or relate solely to a particular date or period, in which case such Warranties being true and correct as of such date or period), except where the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifiers therein) would not, individually or in the aggregate, have a Material Adverse Effect. Each other Warranty contained in Schedule 5 being true and correct on the date of this agreement as if made on the date of this agreement (except to the extent that any such Warranties are given as of a particular date or relate solely to a particular date or period, in which case their being true and correct as of such date or period), except where the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifiers therein) would not, individually or in the aggregate, have a Material Adverse Effect. Each of the covenants of the Seller and its Affiliates contained in Schedule 3 having been complied with in all material respects in accordance with the terms of this agreement.
