Common use of BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES Clause in Contracts

BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company set forth in the following portions of the indicated Sections of this Agreement shall be true and correct as of the Second Closing Date: (1) the first two sentences of Section 4.1; (2) the last sentence of Section 4.2; (3) the first sentence of Section 4.3; and (4) the second sentence of Section 4.3, except as to clause (ii) thereof. In addition to being subject to the satisfaction of the conditions specified in Sections 3.2.1, 3.2.2 and 3.2.3, the Purchaser's obligations to purchase the Remaining Shares shall also be conditioned on Purchaser's receipt from the Company of an opinion of O'Melveny & Xxxxx LLP, dated the Second Closing Date, in the form attached hereto as EXHIBIT C.

BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company set forth in the following portions of the indicated Sections of this Agreement shall be true and correct as of the Second Third Closing Date: (1) the first two sentences of Section 4.14. 1; (2) the last sentence of Section 4.2; (3) the first sentence of Section 4.3; and (4) the second third sentence of Section 4.3, except as to clause (ii) thereof. In addition to being subject to the satisfaction of the conditions specified in Sections 3.2.1, 3.2.2 3.4.1 and 3.2.33.4.2, the Purchaser's obligations to purchase the Remaining Third Closing Shares shall also be conditioned on Purchaser's receipt from the Company of an opinion of O'Melveny & Xxxxx LLP, dated the Second Third Closing Date, in the form attached hereto as EXHIBIT C.D.

BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company set forth in the following portions of the indicated Sections of this Agreement shall be true and correct as of the Second Initial Closing Date: (1) the first two sentences of Section 4.1; (2) the last sentence of Section 4.2; (3) the first sentence of Section 4.3; and (4) the second sentence of Section 4.3, except as to clause (ii) thereof. In addition to being subject to the satisfaction of the conditions specified in Sections 3.2.12.2.1, 3.2.2 2.2.2 and 3.2.32.2.3, the Purchaser's obligations to purchase the Remaining Initial Shares shall also be conditioned on Purchaser's receipt from the Company of an opinion of O'Melveny & Xxxxx LLP, dated the Second Initial Closing Date, in the form attached hereto as EXHIBIT C.B.

BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company set forth in the following portions of the indicated Sections of this Agreement shall be true and correct as of the Second Initial Closing Date: (1) the first two sentences of Section 4.14. 1; (2) the last sentence of Section 4.2; (3) the first sentence of Section 4.3; and (4) the second third sentence of Section 4.3, except as to clause (ii) thereof. In addition to being subject to the satisfaction of the conditions specified in Sections 3.2.1, 3.2.2 2.2.1 and 3.2.32.2.2, the Purchaser's obligations to purchase the Remaining Initial Shares shall also be conditioned on Purchaser's receipt from the Company of an opinion of O'Melveny & Xxxxx LLP, dated the Second Initial Closing Date, in the form attached hereto as EXHIBIT C.B.

BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company set forth in the following portions of the indicated Sections of this Agreement shall be true and correct as of the Second Closing Date: (1) the first two sentences of Section 4.14. 1; (2) the last sentence of Section 4.2; (3) the first sentence of Section 4.3); and (4) the second third sentence of Section 4.3, except as to clause (ii) thereof. In addition to being subject to the satisfaction of the conditions specified specified. in Sections 3.2.1, 3.2.2 3.2.1 and 3.2.33.2.2, the Purchaser's obligations to purchase the Remaining tile Second Closing Shares shall also be conditioned on Purchaser's receipt from the Company of an opinion of O'Melveny & Xxxxx LLP, dated the Second Closing Date, in the form attached hereto as EXHIBIT C.