Common use of Accuracy of Representations and Warranties; Performance of Covenants Clause in Contracts

Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company contained in Article III shall be true and correct in all material respects when made and as of the Closing (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct in all material respects as of such date or with respect to such period), except for such representations and warranties that are qualified by terms such as “material” or “Material Adverse Effect” in which case such representations and warranties shall be true and correct in all respects when made and as of the Closing, and except, in each case, where the event or occurrence that causes such failure is not material and adverse to the Company or the Business. The Company shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing. Parent shall receive at the Closing a certificate, dated as of the Closing Date, from the Company, certifying the fulfillment of the conditions set forth in this Section 7.2(a).

Accuracy of Representations and Warranties; Performance of Covenants. Each of the The representations and warranties of the Company contained Purchaser set forth in Article III shall be true and correct in (disregarding for these purposes all material respects when qualifications and exceptions contained therein regarding materiality) on the Closing Date as if made on and as of the Closing Date (other than those except for representations and warranties that address matters expressly speak only as of a particular specific date or only with respect to a specific period of timetime other than the Closing Date, which need only be true and correct in all material respects as of such other date or with respect to such periodtime), except for in the case of this clause where the failure of such representations and warranties that are qualified by terms such as “material” or “Material Adverse Effect” in which case such representations and warranties shall to be so true and correct in all respects when made and as has not prevented or materially delayed the ability of the Closing, Purchaser to effect the Closing and except, in each case, where to consummate the event or occurrence that causes such failure is not material and adverse to the Company or the Businesstransactions contemplated by this Agreement. The Company Purchaser shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by it the Purchaser on or prior to the Closing. Parent shall receive at the Closing a certificate, dated as of the Closing Date, from the Company, certifying the fulfillment of the conditions set forth in this Section 7.2(a).

Accuracy of Representations and Warranties; Performance of Covenants. Each of Except as expressly contemplated by this Agreement, the respective representations and warranties of the Stockholder and the Company contained in Article III ARTICLE IIIA and ARTICLE IIIB shall be true and correct in all material respects when as of the Closing with the same force and effect as though made on and as of the Closing (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct in all material respects accurate as of such date or with respect to such period), except for where the failure of such representations and warranties that are qualified by terms such as “material” or “Material Adverse Effect” in which case such representations and warranties shall to be so true and correct would not have a Material Adverse Effect or, in all respects when made and as the case of the ClosingStockholder, would not have a material adverse effect on the ability of the Stockholder to consummate the transactions contemplated hereby. Each of the Stockholder and except, in each case, where the event or occurrence that causes such failure is not material and adverse to the Company or the Business. The Company shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing. Parent Buyer shall receive at the Closing a certificate, dated as of the Closing Date, Date from the Stockholder and the Company, certifying the fulfillment of the conditions set forth in this Section 7.2(a).

Accuracy of Representations and Warranties; Performance of Covenants. Each of the The representations and warranties of the Company contained Purchaser set forth in Article III IV shall be true and correct in (disregarding for these purposes all material respects when made qualifications and exceptions contained therein regarding materiality) on and as of the date hereof and the Closing Date (other than those except for representations and warranties that address matters expressly speak only as of a particular specific date or only with respect to a specific period of timetime other than the Closing Date, which need only be true and correct in all material respects as of such other date or with respect to such periodtime), except for in the case of this clause where the failure of such representations and warranties that are qualified by terms such as “material” or “Material Adverse Effect” in which case such representations and warranties shall to be so true and correct in all respects when made and as has not prevented or materially delayed the ability of the Closing, Purchaser to effect the Closing and except, in each case, where to consummate the event or occurrence that causes such failure is not material and adverse to the Company or the Businesstransactions contemplated by this Agreement. The Company Purchaser shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by it the Purchaser on or prior to the Closing. Parent shall receive at the Closing a certificate, dated as of the Closing Date, from the Company, certifying the fulfillment of the conditions set forth in this Section 7.2(a).

Accuracy of Representations and Warranties; Performance of Covenants. Each of the The representations and warranties of the Company contained Purchaser set forth in Article III IV shall be true and correct in (disregarding for these purposes all material respects when qualifications and exceptions contained therein regarding materiality) as of the date hereof and as if made on and as of the Closing Date (other than those except for representations and warranties that address matters expressly speak only as of a particular specific date or only with respect to a specific period of timetime other than the Closing Date, which need only be true and correct in all material respects as of such other date or with respect to such periodtime), except for in the case of this clause (ii) where the failure of such representations and warranties that are qualified by terms such as “material” or “Material Adverse Effect” in which case such representations and warranties shall to be so true and correct in all respects when made and as has not prevented or materially delayed the ability of the Closing, Purchaser to effect the Closing and except, in each case, where to consummate the event or occurrence that causes such failure is not material and adverse to the Company or the Businesstransactions contemplated by this Agreement. The Company Purchaser shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by it the Purchaser on or prior to the Closing. Parent shall receive at the Closing a certificate, dated as of the Closing Date, from the Company, certifying the fulfillment of the conditions set forth in this Section 7.2(a).