Common use of Gupta Clause in Contracts

Gupta. Upon the Closing, the closings of the Other Notes, and the closing of the acquisition of Gupta under the Gupta Purchase Agreement, the Company represents and warrants that the representations and warranties made by Gupta Holdings, LLC (the "Seller") under the Gupta Purchase Agreement qualified as to materiality shall be true and correct on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Seller under the Gupta Purchase Agreement not qualified as to materiality shall be true and correct in all material respects on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and that the Gupta Purchase Agreement shall be in full force and effect, enforceable in accordance with its terms.