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

No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer in Section 8.2 shall be true and correct in all material respects as of the Closing, except for (i) representations or warranties made expressly as of and only as of an earlier date, which shall have been true and correct as of such earlier date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect, and Buyer shall have delivered to Seller a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1, dated the Closing Date and signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

No Misrepresentation or Breach of Covenants and Warranties. Buyer Seller shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer Seller in Section 8.2 8.1 shall be true and correct in all material respects as of the Closing, except for (i) such representations or warranties that are made expressly as of and only as of an earlier date, which shall have been true and correct as of such earlier date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has notnot had and is not reasonably likely to have, individually or in the aggregate, had a Material Adverse Effect, ; and Buyer Seller shall have delivered to Seller Buyer a certificate ("BuyerSeller's Closing Certificate") in the form attached as Schedule 6.2.16.1.1, dated the Closing Date and signed by an Executive Officer of BuyerSeller, certifying each of the foregoing foregoing, or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer in Section 8.2 shall be true and correct in all material respects as of the Closing, except for (i) for such representations or warranties made expressly as of and only as of an earlier date, which shall have been be true and correct as of such earlier date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect, ; and Buyer shall have delivered to Seller a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1, dated the Closing Date and signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

No Misrepresentation or Breach of Covenants and Warranties. Buyer Seller shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and the representations and warranties of Buyer Seller in Section 8.2 8.1 shall be true and correct in all material respects as of the Closing, except for (i) such representations or warranties that are made expressly as of and only as of an earlier date, which shall have been true and correct as of such earlier date except as would not have a Material Adverse Effect, and and, (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect, ; and Buyer Seller shall have delivered to Seller Buyer a certificate ("BuyerSeller's Closing Certificate") in the form attached as Schedule 6.2.16.1.1, dated the Closing Date and signed by an Executive Officer of BuyerSeller, certifying each of the foregoing foregoing, or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

No Misrepresentation or Breach of Covenants and Warranties. Buyer There shall have complied been no material breach by Seller in all material respects with the performance of any of its covenants to be performed in whole or in part prior to the Closing, and agreements herein; each of the representations and warranties of Buyer Seller contained or referred to herein that is not qualified as to materiality (other than any representation or warranty contained or referred to in Section 8.2 Sections 5.1, 5.2(a) or 5.25) shall be true and correct in all material respects on the date hereof and on the Closing Date as though made on the Closing Date; each of the Closingrepresentations and warranties of Seller contained or referred to herein that is qualified as to materiality and each of the representations and warranties of Seller contained or referred to in Sections 5.1, except for (i5.2(a) representations or warranties made expressly as of and only as of an earlier date, which 5.25 shall have been be true and correct in all respects on the date hereof and on the Closing Date as of such earlier date except as would not have a Material Adverse Effect, though made on the Closing Date; and (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect, and Buyer Seller shall have delivered to Seller Buyer a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1to such effect, dated the Closing Date and Date, signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correctSeller.

No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and Each of the representations and warranties of Buyer Sellers or the Company contained herein shall be true and correct in Section 8.2 shall all material respects at and as of the date hereof (except to the extent that they expressly relate to an earlier date, in which case such representations and warranties need only be true and correct in all material respects as of such date); provided that any representation or warranty already qualified by the Closing, except for (i) representations or warranties made expressly as concept of and only as of an earlier date, which shall have been materiality must be true and correct as of such earlier date except as would not have a Material Adverse Effectin all respects, and (ii) to the extent that any breach of such representations and warranties has in Section 3.11 must be true and correct in all respects. There shall not have been any failure by Sellers or the Company, as applicable, in the performance of any of their respective covenants and agreements herein that shall not have been remedied or cured, other than failures to perform that do not, individually or in the aggregate, had amount to a Material Adverse Effect, and Buyer . There shall have been delivered to Seller Buyer a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1to such effect, dated as of the Closing Date and Date, signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correctSellers.

No Misrepresentation or Breach of Covenants and Warranties. Buyer There shall have complied been no material breach by Buyer in all material respects with the performance of any of its covenants to be performed in whole or in part prior to the Closing, and agreements herein; each of the representations and warranties of Buyer contained or referred to in Section 8.2 this Agreement (other than any representation or warranty contained or referred to in Sections 6.1, 6.2(a) or 6.3) that is not qualified as to materiality shall be true and correct in all material respects on the date hereof and on the Closing Date as though made on the Closing Date and each of the Closingrepresentations and warranties of Buyer contained or referred to in this Agreement that is qualified as to materiality and each of the representations and warranties of Seller contained or referred to in Sections 6.1, except for (i6.2(a) representations or warranties 6.3 shall be true and correct in all respects on the date hereof and on the Closing Date as though made expressly as of on the Closing Date; and only as of an earlier date, which there shall have been true and correct as of such earlier date except as would not have a Material Adverse Effect, and (ii) to the extent that any breach of such representations and warranties has not, individually or in the aggregate, had a Material Adverse Effect, and Buyer shall have delivered to Seller a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1to such effect, dated the Closing Date and signed on behalf of Buyer by an Executive Officer authorized officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correct.

No Misrepresentation or Breach of Covenants and Warranties. Buyer shall have complied in all material respects with its covenants to be performed in whole or in part prior to the Closing, and Each of the representations and warranties of Buyer Sellers or the Company contained herein shall be true and correct in Section 8.2 shall all material respects at and as of the date hereof (except to the extent that they expressly relate to an earlier date, in which case such representations and warranties need only be true and correct in all material respects as of such date); provided that any representation or warranty already qualified by the Closing, except for (i) representations or warranties made expressly as concept of and only as of an earlier date, which shall have been materiality must be true and correct as of such earlier date except as would not have a Material Adverse Effectin all respects, and (ii) to the extent that any breach of such representations and warranties has in Section 3.9 must be true and correct in all respects. There shall not have been any failure by Sellers or the Company, as applicable, in the performance of any of their respective covenants and agreements herein that shall not have been remedied or cured, other than failures to perform that do not, individually or in the aggregate, had amount to a Material Adverse Effect, and Buyer . There shall have been delivered to Seller Buyer a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1to such effect, dated as of the Closing Date and Date, signed by an Executive Officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correctSellers.

No Misrepresentation or Breach of Covenants and Warranties. Buyer There shall not have complied been any material breach by Seller in all material respects with the performance of any of its covenants to be performed in whole and agreements herein which shall not have been remedied or in part prior to the Closing, and cured; each of the representations and warranties of Buyer Seller contained in Section 8.2 this Agreement (without taking into account any materiality qualifiers) shall be true and correct in all material respects on the Closing Date as of though made on the Closing, Closing Date (except for (i) representations or warranties made expressly as of and only as of an earlier date, which shall have been true and correct as of such earlier date except as would not have a Material Adverse Effect, and (ii) to the extent that they expressly relate to an earlier date), except for changes therein specifically permitted by this Agreement or resulting from any breach transaction expressly consented to in writing by Buyer or any transaction permitted by this Agreement and other than breaches of such representations and warranties has notwhich, individually or in the aggregate, had would not have a Material Adverse Effect, Effect (provided that notwithstanding the foregoing the representations and Buyer warranties contained in Section 5.3(b) shall be true and correct on the Closing Date); and there shall have been delivered to Seller Buyer a certificate ("Buyer's Closing Certificate") in the form attached as Schedule 6.2.1to such effect, dated the Closing Date and Date, signed on behalf of Seller by an Executive Officer a duly authorized officer of Buyer, certifying each of the foregoing or specifying those respects in which such covenants have not been performed or such representations and warranties are not true and correctSeller.