Common use of Truth of Representations and Warranties and Performance of Covenants Clause in Contracts

Truth of Representations and Warranties and Performance of Covenants. Each of: (a) the representations and warranties of the Purchaser made in Section 4.1 will have been true and accurate in all respects on the date hereof and will be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date and as though the term “Closing Date” was substituted for the terms “the date hereof”, “the date of this Agreement” or similar terms throughout such representations and warranties; and (b) the covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects and the Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement, and the Vendors will have received a certificate confirming the foregoing, signed for and on behalf of the Purchaser, in form and substance reasonably satisfactory to the Vendors (the “Purchaser's Closing Certificate”). The receipt of the Purchaser's Closing Certificate and the consummation of Closing will not constitute a waiver by the Vendors or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon delivery of the Purchaser's Closing Certificate, the representations and warranties of the Purchaser will be deemed to have also been made on and as of the Closing Date and as though the term “Closing Date” was substituted for the terms “the date hereof” and “the date of this Agreement” or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser's Closing Certificate.

Truth of Representations and Warranties and Performance of Covenants. Each of: (a) the representations and warranties of the Purchaser made Vendors in Section 4.1 will 3.1 and 3.2 will, in each case, have been true and accurate in all respects on the date hereof and will be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date and as though the term “Closing Date” was substituted for the terms “the date hereof”, “the date of this Agreement” or similar terms throughout such representations and warranties; and (b) the covenants contained in this Agreement to be performed by any of the Purchaser Vendors or the Corporation on or before the Closing Date will have been performed in all material respects and none of the Purchaser Vendors nor the Corporation will not be in material breach, default or violation of any agreement on its part contained in this Agreement, and the Vendors Purchaser will have received a certificate certificates confirming the foregoing, signed for and on behalf of the Purchaser, by each Vendor in form and substance reasonably satisfactory to the Vendors Purchaser (the “Purchaser's Vendors' Closing Certificate”). The receipt of the Purchaser's Vendors' Closing Certificate and the consummation of Closing will not constitute a waiver by the Vendors Purchaser or an amendment of any of the representations and warranties or covenants of Purchaser the Vendors which are contained in this Agreement. Upon delivery of the Purchaser's Vendors’ Closing Certificate, the representations and warranties of the Purchaser Vendors will be deemed to have also been made on and as of the Closing Date and as though the term terms “Closing Date” was substituted for the terms “the date hereof” and “the date of this Agreement” was substituted for the term, “the date hereof” or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser's Vendors' Closing CertificateCertificates.

Truth of Representations and Warranties and Performance of Covenants. (i) Each of:of the representations and warranties of Seller, except the Seller Core Representations which are the subject of Section 9.1(a)(ii) below, contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all material respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each Closing Date; (aii) Each of the Seller Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as each Closing Date; 113422456 (iii) Seller shall have duly performed and complied with in all respects all of its material agreements and material covenants pursuant to this Agreement to the extent they are to be performed on or prior to each Closing Date; (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby; and (v) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. and Seller shall have executed and delivered a certificate of a senior officer to that effect; and Purchaser will have received certificates confirming the above Sections 9.1(a)(i) and 9.1(a)(ii), signed for and on behalf of Seller by a senior officer or director of Seller (a "Seller Closing Certificate"). Upon the delivery of Seller Closing Certificate, the representations and warranties of the Purchaser made Seller in Section 4.1 Article 5 and the Seller Core Representations will be deemed to have been true made on and accurate in all respects on the date hereof and will be true and accurate in all respects on the as of each Closing Date with the same force and effect as if made at on and as of the each Closing Date and as though the term “terms "Closing Date” was substituted for the terms “the date hereof”, “" and "the date of this Agreement” or similar terms throughout such representations and warranties; and (b) the covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects and the Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement, and the Vendors will have received a certificate confirming the foregoing, signed for and on behalf of the Purchaser, in form and substance reasonably satisfactory to the Vendors (the “Purchaser's Closing Certificate”). The receipt of the Purchaser's Closing Certificate and the consummation of Closing will not constitute a waiver by the Vendors or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon delivery of the Purchaser's Closing Certificate, the representations and warranties of the Purchaser will be deemed to have also been made on and as of the Closing Date and as though the term “Closing Date” " was substituted for the terms “term, "the date hereof” and “the date of this Agreement” " or similar terms throughout such representations and warranties, except as would not have a Material Adverse Effect and except as may otherwise be qualified in the Purchaser's Seller Closing Certificate.

Truth of Representations and Warranties and Performance of Covenants. (i) Each of:of the representations and warranties of Purchaser, except the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date; (aii) Each of the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all respects as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date; (iii) Purchaser shall have duly performed and complied with in all material respects all of its agreements and covenants pursuant to this Agreement to the extent to be performed on or prior to the Closing Date; and (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered a certificate of a senior officer to that effect; and the Seller, on behalf of the Purchaser, will have received certificates confirming the above Sections 9.2(a)(i) and 9.2(a)(ii), signed for and on behalf of Purchaser by a senior officer or director of Purchaser (the ”Purchaser Closing Certificate”). Upon the delivery of the Purchaser Closing Certificate, the representations and warranties of the Purchaser made in Section 4.1 Article 6 will be deemed to have been true made on and accurate in all respects on the date hereof and will be true and accurate in all respects on as of the Closing Date with the same force and effect as if made at and as of the Closing Date and as though the term “Closing Date” was substituted for the terms “the date hereof”, “the date of this Agreement” or similar terms throughout such representations and warranties; and (b) the covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects and the Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement, and the Vendors will have received a certificate confirming the foregoing, signed for and on behalf of the Purchaser, in form and substance reasonably satisfactory to the Vendors (the “Purchaser's Closing Certificate”). The receipt of the Purchaser's Closing Certificate and the consummation of Closing will not constitute a waiver by the Vendors or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon delivery of the Purchaser's Closing Certificate, the representations and warranties of the Purchaser will be deemed to have also been made on and as of the Closing Date and as though the term terms “Closing Date” was substituted for the terms “the date hereof” and “the date of this Agreement” was substituted for the term, “the date hereof” or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser's Purchaser Closing Certificate.

Truth of Representations and Warranties and Performance of Covenants. (i) Each of: (a) of the representations and warranties of Purchaser, except the Purchaser made Core Representations contained in Section 4.1 will this Agreement have been true and accurate in all respects on correct as of the date hereof of this Agreement and will be true and accurate correct in all material respects on the as of each Closing Date with the same force and effect as if such representations and warranties had been made at on and as of the Closing Date and as though the term “each Closing Date” was substituted for ; (ii) Each of the terms “the date hereof”, “Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement” or similar terms throughout Agreement and will be true and correct in all respects as of each Closing Date with the same force and effect as if such representations and warrantieswarranties had been made on and as of each Closing Date; (iii) Purchaser shall have duly performed and complied with in all material respects all of its agreements and covenants pursuant to this Agreement to the extent to be performed on or prior to each Closing Date; and (biv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the covenants contained in this Agreement consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered a certificate of a senior officer to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects that effect; and the Purchaser will not be in material breachSeller, default or violation on behalf of any agreement on its part contained in this Agreementthe Purchaser, and the Vendors will have received a certificate certificates confirming the foregoingabove Sections 9.2(a)(i) and 9.2(a)(ii), signed for and on behalf of the Purchaser, in form and substance reasonably satisfactory to the Vendors Purchaser by a senior officer or director of Purchaser (the “Purchaser's "Purchaser Closing Certificate”"). The receipt of Upon the Purchaser's Closing Certificate and the consummation of Closing will not constitute a waiver by the Vendors or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon delivery of the Purchaser's Purchaser Closing Certificate, the representations and warranties of the Purchaser in Article 6 will be deemed to have also been made on and as of each Closing Date with the same force and effect as if made on and as of the Closing Date and as though the term “terms "Closing Date” was substituted for the terms “the date hereof” " and “"the date of this Agreement” " was substituted for the term, "the date hereof" or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser's Purchaser Closing Certificate.

Truth of Representations and Warranties and Performance of Covenants. Each of: (ai) the representations and warranties of the Purchaser made (i) in Section 4.1 will have been true Sections 5.1(a) (Incorporation and accurate Qualification), 5.1(b) (No Conflict), and 5.1(c) (Authority and Enforceability) (“Purchaser’s Core Representations”) will, in all respects on the date hereof and will each case, be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date and as though (except to the term “Closing Date” was substituted for the terms “the date hereof”, “the date of this Agreement” or similar terms throughout extent that such representations and warrantieswarranties refer specifically to an earlier date, in which case such representations and warranties will have been true and correct as of such earlier date); (ii) all other representations and warranties of Purchaser made pursuant to this Agreement will be true and accurate in all respects (disregarding for purposes of this Section 7.2(a)(ii) any materiality or Material Adverse Effect qualification contained in any such representation or warranty, other than the phrase “Material Contract”) on the Closing Date with the same force and effect as if made at and as of the Closing Date (except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties will have been true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all respects has not had, individually or in the aggregate, a Purchaser Material Adverse Effect; and (biii) the covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects and the Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement, ; and the Vendors Vendor will have received a certificate confirming the foregoingforegoing from Purchaser, signed for and on behalf by a senior officer or director of the Purchaser, in form and substance reasonably satisfactory to the Vendors Vendor (the “”Purchaser's ’s Closing Certificate”). The receipt of the Purchaser's ’s Closing Certificate and the consummation of Closing will not constitute a waiver by the Vendors Vendor or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon delivery of the Purchaser's ’s Closing Certificate, the representations and warranties of the Purchaser will be deemed to have also been made on and as of the Closing Date and as though (except to the term “Closing Date” was substituted for the terms “the date hereof” and “the date of this Agreement” or similar terms throughout extent that such representations and warrantieswarranties refer specifically to an earlier date, except in which case such representations and warranties will be deemed to have been made on and as may of such earlier date). The materiality qualifications permitted to be in Purchaser’s Closing Certificate are solely for purposes of determining whether this condition has been satisfied, and will not be deemed to have so qualified in the Purchaser's Closing Certificaterepresentations, warranties or covenants referred to therein.

Truth of Representations and Warranties and Performance of Covenants. Each of: (ai) the representations and warranties Individual Fundamental Representations of the Purchaser made in Section 4.1 will have been true and accurate in all respects on the date hereof and will each Seller must be true and accurate correct in all respects on respects, except for de minimis inaccuracies, as of the Closing Date with the same force and effect as if such representations and warranties were made at on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; (ii) the other representations and warranties of each Seller contained in Section 3.1 of this Agreement, must be true and correct in all respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as though the term “Closing Date” was substituted for the terms “the date hereof”of such date, “the date except if any falseness or incorrectness of this Agreement” or similar terms throughout such representations and warranties, considered in the aggregate, would not have a Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to "material", "Material Adverse Effect", "in all material respects" or similar qualifications contained in such representations and warranties), and which such representations and warranties are subject to the limitations in Section 9.1. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; and (biii) the covenants contained in this Agreement to be performed by the Purchaser each Seller on or before prior to the Closing Date will shall have been performed in all material respects and the Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreementrespects, and the Vendors will Purchaser shall have received a certificate from each Seller, confirming the foregoing, signed for and on behalf of the Purchaser, in form and substance reasonably satisfactory to the Vendors Purchaser (the “Purchaser's "Individual Sellers' Closing Certificate”"). The receipt Each of: (iv) the Corporation Fundamental Representations must be true and correct in all respects, except for de minimis inaccuracies, as of the Purchaser's Closing Certificate Date with the same force and the consummation of Closing will not constitute a waiver by the Vendors or an amendment of any of the effect as if such representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon delivery of the Purchaser's Closing Certificate, the representations and warranties of the Purchaser will be deemed to have also been were made on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be true and correct as of that date; and (v) the other representations and warranties of Sellers contained in Section 3.2 of this Agreement, must be true and correct in all respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as though the term “Closing Date” was substituted for the terms “the date hereof” and “the date of this Agreement” such date, except if any falseness or similar terms throughout incorrectness of such representations and warranties, except as may be qualified considered in the Purchaser's aggregate, would not have a Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to "material", "Material Adverse Effect", "in all material respects" or similar qualifications contained in such representations and warranties, other than in the case of Section 3.2(u) (Financial Statements and Financial Controls) to the extent of the materiality qualifiers contained in such representation and warranty, the definition of Material Contracts in Section 3.2(y) (Contracts) or Section 3.2(w) (Material Adverse Change)). To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date, and Purchaser shall have received a certificate from Sellers, confirming the foregoing, in form and substance reasonably satisfactory to Purchaser (the "Joint Sellers' Closing Certificate", and together with the Individual Sellers' Closing Certificate, the "Sellers' Closing Certificate").

Truth of Representations and Warranties and Performance of Covenants. Each of: (ai) The Silanis Companies’ Core Representations, Agent’s Core Representations and the representations and warranties of the Purchaser Silanis Companies and Agent made in Section 4.1 will have been pursuant to this Agreement that are qualified by a reference to materiality, material adverse change or Material Adverse Effect must be true and accurate correct in all respects on as of the date hereof and will be true and accurate in all respects on the Closing Effective Date with the same force and effect as if such representations and warranties were made at on and as of such date, provided, however, that if a representation and warranty speaks only as of a specific date, it only needs to be true and correct as of that date; (ii) the Closing other representations and warranties of the Silanis Companies and Agent made pursuant to this Agreement must be true and correct in all material respects as of the Effective Date with the same force and effect as though the term “Closing Date” was substituted for the terms “the date hereof”, “the date of this Agreement” or similar terms throughout if such representations and warrantieswarranties were made on and as of such date, provided, however, that if a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; and (biii) the covenants contained in this Agreement to be fulfilled or performed by the Purchaser Silanis Companies or Agent on or before the prior to Closing Date will shall have been fulfilled or performed in all material respects respects; and the Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement, and the Vendors will Parties shall have received a certificate confirming the foregoing, signed for and on behalf of each of the PurchaserSilanis Companies and Agent by a senior officer or director of each of the Silanis Companies and Agent, in form and substance reasonably satisfactory to the Vendors Purchaser Parties (the “Purchaser's Silanis Companies’ Closing Certificate”). The receipt of the Purchaser's Closing Certificate and the consummation of Closing will not constitute a waiver by the Vendors or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon delivery of the Purchaser's Closing Certificatesuch certificate, the representations and warranties of the Purchaser Silanis Companies and Agent in Article 4 will be deemed to have also been made on and as of the Closing Effective Date with the same force and effect as if made on and as though the term “Closing Date” was substituted for the terms “the date hereof” and “the date of this Agreement” or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser's Closing Certificatedate.

Truth of Representations and Warranties and Performance of Covenants. (i) Each of:of the representations and warranties of Seller, except the Seller Core Representations, contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date; (aii) Each of the Seller Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all respects as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. (iii) The Pre-Closing Reorganization shall have been completed; (iv) Seller shall have duly performed and complied with in all respects all of its material agreements and material covenants pursuant to this Agreement to the extent they are to be performed on or prior to the Closing Date; (v) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby; and (vi) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. and Seller shall have executed and delivered a certificate of a senior officer to that effect; and Purchaser will have received certificates confirming the above Sections 9.1(a)(i) and 9.1(a)(ii), signed for and on behalf of Seller by a senior officer or director of Seller (a “Seller Closing Certificate”). Upon the delivery of Seller Closing Certificate, the representations and warranties of the Purchaser made Seller in Section 4.1 Article 5 and the Seller Core Representations will be deemed to have been true made on and accurate in all respects on the date hereof and will be true and accurate in all respects on as of the Closing Date with the same force and effect as if made at and as of the Closing Date and as though the term “Closing Date” was substituted for the terms “the date hereof”, “the date of this Agreement” or similar terms throughout such representations and warranties; and (b) the covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects and the Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement, and the Vendors will have received a certificate confirming the foregoing, signed for and on behalf of the Purchaser, in form and substance reasonably satisfactory to the Vendors (the “Purchaser's Closing Certificate”). The receipt of the Purchaser's Closing Certificate and the consummation of Closing will not constitute a waiver by the Vendors or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon delivery of the Purchaser's Closing Certificate, the representations and warranties of the Purchaser will be deemed to have also been made on and as of the Closing Date and as though the term terms “Closing Date” was substituted for the terms “the date hereof” and “the date of this Agreement” was substituted for the term, “the date hereof” or similar terms throughout such representations and warranties, except as would not have a Material Adverse Effect and except as may otherwise be qualified in the Purchaser's Seller Closing Certificate.