Common use of Bring Down of Representations and Warranties Clause in Contracts

Bring Down of Representations and Warranties. The representations and warranties set forth in (i) Section 4.01 (other than those set forth in (A) Section 4.01(b), (B) Section 4.01(e) and (C) Section 4.01(g)) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not materially impeded or would not reasonably be expected to materially impede the ability of the Sponsor Parties to consummate any of the Transactions and have not had or would not reasonably be expected to have a Sponsor Material Adverse Effect (provided, that for the purposes of the foregoing clause, qualifications as to materiality and Sponsor Material Adverse Effect contained in such representations and warranties shall not be given effect); (ii) Section 4.01(e) is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except for such inaccuracies as would not be material in amount or effect; and (iii) Section 4.02(b) and Section 4.01(g) are true and correct in all respects as of the Closing Date as though made on and as of the Closing Date.

Bring Down of Representations and Warranties. The representations and warranties set forth in (i) Section 4.01 4.01(h) (other than those set forth in (A) the first sentence of Section 4.01(b4.02(b), (B) Section 4.01(e) and 4.02(d), (C) Section 4.01(g4.02(f), (D) Section 4.02(h), (E) Section 4.02(k) and (F) Section 4.02(l)) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not materially impeded or would not reasonably be expected to materially impede the ability of the Sponsor Parties to consummate any of the Transactions and have not had or would not reasonably be expected to have a Sponsor Material Adverse Effect (provided, that for the purposes of the foregoing clause, qualifications as to materiality and Sponsor Material Adverse Effect contained in such representations and warranties shall not be given effect); (ii) Section 4.01(e) is true and correct in all respects as the first sentence of the Closing Date as though made on and as of the Closing Date, except for such inaccuracies as would not be material in amount or effect; and (iii) Section 4.02(b) and Section 4.01(g) are true and correct in all respects as of the Closing Date as though made on and as of the Closing DateDate (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date), except for such inaccuracies as would not be material in amount or effect; and (iii) Section 4.02(d), Section 4.02(f), Section 4.02(h), Section 4.02(k) and Section 4.02(l) are true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date).

Bring Down of Representations and Warranties. The representations and warranties set forth in (i) Section 4.01 and Section 4.02 (other than those set forth in (A) Section 4.01(b), (B) the first and second sentences of Section 4.01(e) and 4.01(f), (C) Section 4.01(g4.01(j), (D) Section 4.01(q), (E) Section 4.01(r), (F) Section 4.02(b), (G) Section 4.02(e) and (H) Section 4.02(h)) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not materially impeded or would not reasonably be expected to materially impede the ability of the Sponsor Parties HIP GP LLC to consummate any of the Transactions transactions contemplated hereby and have not had or would not reasonably be expected to have a Sponsor Material Adverse Effect on the HIP Entities, taken as a whole (provided, that for the purposes of the foregoing clause, qualifications as to materiality and Sponsor Material Adverse Effect contained in such representations and warranties shall not be given effect); (ii) the first and second sentences of Section 4.01(e) is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except for such inaccuracies as would not be material in amount or effect; and (iii) Section 4.02(b4.01(f) and in Section 4.01(g4.02(e) are true and correct in all respects as of the Closing Date as though made on and as of the Closing DateDate (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date), except for such inaccuracies as would not be material in amount or effect; and (iii) Section 4.01(b), Section 4.01(j), Section 4.01(q), Section 4.01(r), Section 4.02(b) and Section 4.02(h) are true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date).

Bring Down of Representations and Warranties. The representations and warranties set forth in (i) Section 4.01 4.03 (other than those set forth in (A) the first sentence of Section 4.01(b4.03(b), (B) Section 4.01(e4.03(d) and (C) Section 4.01(g4.03(i)) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not materially impeded or would not reasonably be expected to materially impede the ability of the Sponsor Parties to consummate any of the Transactions and have not had or would not reasonably be expected to have a Sponsor Material Adverse Effect on the HESM Entities, taken as a whole, (provided, that for the purposes of the foregoing clause, qualifications as to materiality and Sponsor Material Adverse Effect contained in such representations and warranties shall not be given effect); (ii) the first sentence of Section 4.01(e) is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except for such inaccuracies as would not be material in amount or effect; and (iii) Section 4.02(b) and Section 4.01(g4.03(b) are true and correct in all respects as of the Closing Date as though made on and as of the Closing DateDate (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date), except for such inaccuracies as would not be material in amount or effect; and (iii) Section 4.03(d) and Section 4.03(i) are true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date).