Common use of No Breach of Covenants and Warranties Clause in Contracts

No Breach of Covenants and Warranties. (a) The Seller Parties shall have performed and complied in all material respects with their respective covenants and agreements contained herein required to be performed or complied with by them as of or prior to the Closing; and (b) each of the representations and warranties of the Seller Parties contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifiers or exceptions relating to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. In addition, the Seller Parties shall have delivered to the Buyer a certificate, dated as of the Closing Date, signed by an executive officer of the Seller Parties and certifying as to the satisfaction of the conditions specified in this Section 8.1.