Common use of Accuracy of Representations and Warranties and Compliance with Obligations Clause in Contracts

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Members contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for matters specifically permitted by or disclosed on any schedule to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. The Company and the Members shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company and the Members shall have delivered to Purchaser a certificate, dated as of the Closing Date, duly signed, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of each of the Company and the Members Republic Companies contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except except: (ia) for matters changes specifically permitted by or disclosed on any schedule pursuant to this Agreement, ; and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. The Company and Each of the Members Republic Companies shall have performed and complied with all of their respective its obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. The Company and Each of the Members Republic Companies shall have delivered to Purchaser the Company and the Shareholders a certificate, dated as of the Closing Effective Date, duly signedand signed by an executive officer, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of each of the Company and the Members Republic Companies contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except (i) for matters changes specifically permitted by or disclosed on any schedule pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. The Company and Each of the Members Republic Companies shall have performed and complied with all of their respective its obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. The Company and Each of the Members Republic Companies shall have delivered to Purchaser the Company a certificate, dated as of the Closing Date35 Effective Time, duly signedand signed by an executive officer, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been performed and complied with and performedwith.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Members Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except except: (ia) for matters changes specifically permitted by or disclosed on any schedule pursuant to this Agreement, ; and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. The Company and the Members Shareholders shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. The Company and the Members Shareholders shall have delivered to Purchaser the Republic Companies a certificate, dated as of the Closing Effective Date, duly signedsigned (in the case of the Company, by its President), certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performedperformed (the "Bringdown Certificate").

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Members Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except (i) for matters changes specifically permitted by or disclosed on any schedule pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. The Company and the Members Shareholders shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. The Company and the Members Shareholders shall have delivered to Purchaser the Republic Companies a certificate, dated as of the Closing Effective Date, duly signedsigned (in the case of the Company, by its President), certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Members Shareholder contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for matters changes specifically permitted by or disclosed on any schedule to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. The Company and the Members Shareholder shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing DateClosing. The Company and the Members Shareholder shall have delivered to Purchaser AESP a certificate, dated as of the Closing DateClosing, duly signedsigned (in the case of the Company, by its President), certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of each of the Company and the Members Republic Companies contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except (i) for matters changes specifically permitted by or disclosed on any schedule pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. The Company and Each of the Members Republic Companies shall have performed and complied with all of their respective its obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. The Company and Each of the Members Republic Companies shall have delivered to Purchaser the Company a certificate, dated as of the Closing DateEffective Time, duly signedand signed by an executive officer, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been performed and complied with and performedwith.