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

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to herein shall be true and correct in all respects on the Closing Date as though made on the Closing Date (except to the extent that such representations and warranties expressly speak of another date, in which case such representations and warranties shall be true and correct as of such other date), except for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Sellers or any transaction permitted by this Agreement or (B) those breaches or inaccuracies that could not reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to Sellers a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer. To the extent that at the Closing Buyer delivers to Sellers a written notice specifying in reasonable detail the breach by Buyer of any of the representations or warranties of Buyer contained herein, and nevertheless Sellers proceed with the Closing, Sellers shall be deemed to have waived any rights or remedies they may have against Buyer by reason of the breach of any such representations or warranties to the extent described in such notice.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no breach by Buyer in the performance of any of its covenants and agreements herein; each Each of the representations and warranties set forth in Article VI hereof will be true and correct in all material respects at and as of Buyer contained the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement, except to the extent that such representations and warranties are qualified by terms such as "material" or referred to herein "Material Adverse Effect," in which case each of such representations and warranties shall be true and correct in all respects on the Closing Date as though made on of the Closing Date (except to the extent that such representations and warranties they expressly speak of another relate to an earlier date, in which case such representations and warranties shall they will be true and correct as of such other date), in each case except for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Sellers Seller or any transaction expressly permitted by this Agreement and other than breaches of particular representations and warranties which, individually or (B) those breaches in the aggregate, are not material to the Buyer, the transactions contemplated by this Agreement or inaccuracies Sellers' reasonable expectations in connection herewith or therewith). Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the that could not reasonably be expected to have a such covenants are qualified by terms such as "material" or "Material Adverse Effect; ," in which case Sellers shall have performed and there complied with all such covenants in all respects as of the Closing Date. There shall have been delivered to the Sellers a certificate to the effect that each of the conditions in the preceding two sentences is fully satisfied and such effect, certificate shall be dated the Closing Date and signed on behalf of Buyer by an a duly authorized officer of Buyer. To the extent that at the Closing Buyer delivers to Sellers a written notice specifying in reasonable detail the breach by Buyer of any of the representations or warranties of Buyer contained herein, and nevertheless Sellers proceed with the Closing, Sellers shall be deemed to have waived any rights or remedies they may have against Buyer by reason of the breach of any such representations or warranties to the extent described in such notice.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no breach by Buyer Sellers in the performance of any of its their covenants and agreements herein; each of the representations and warranties of Buyer Sellers contained or referred to herein shall be true and correct in all respects on the Closing Date as though made on the Closing Date (except to the extent that such representations and warranties expressly speak of another date, in which case such representations and warranties shall be true and correct as of such other date)Date, except for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Sellers Buyer or any transaction permitted by this Agreement or (B) those breaches or inaccuracies that could not reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to Sellers Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf by the Chief Executive Officer of Buyer by an authorized officer of BuyerTEP. To the extent that at the Closing Sellers deliver to Buyer delivers to Sellers a written notice specifying in reasonable detail the breach by Buyer Sellers of any of the representations or warranties of Buyer Sellers contained herein, and nevertheless Sellers proceed Buyer proceeds with the Closing, Sellers Buyer shall be deemed to have waived any rights or remedies they it may have against Buyer Sellers by reason of the breach of any such representations or warranties to the extent described in such notice.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach of covenants by Buyer MergerCo, Holdings or the Company in the performance of any of its their covenants and agreements herein; each of the representations and warranties of Buyer MergerCo, Holdings and the Company contained or referred to herein shall be true in this Agreement and correct of MergerCo contained in all respects on the Closing Date as though made on the Closing Date (except to the extent that such representations and warranties expressly speak of another date, in which case such representations and warranties Merger Agreement shall be true and correct as of such other date)the Closing Date as though made as of the Closing Date, except for (Ai) representations and warranties that speak as of a specific date or time which need only be true and correct as of such date or time, (ii) representations and warranties which are not qualified by Material Adverse Effect or otherwise by material adversity (which need be true and correct except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the following clause (iii)) would not have a Material Adverse Effect), (iii) representations and warranties which are qualified by Material Adverse Effect or otherwise by material adversity shall also be true and correct without regard to such qualification except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the preceding clause (ii)) would not have a Material Adverse Effect, (iv) the representations and warranties set forth in Section 4.2 shall be true and correct, and (v) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Sellers or any transaction permitted by this and the Merger Agreement or (B) those breaches or inaccuracies that could not reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to Sellers the Trustee a certificate to such effect, dated the Closing Date Date, and signed on behalf of Buyer by an authorized the President or other senior executive officer of Buyer. To Merger Co., Holdings and the extent that at the Closing Buyer delivers to Sellers a written notice specifying in reasonable detail the breach by Buyer of any of the representations or warranties of Buyer contained herein, and nevertheless Sellers proceed with the Closing, Sellers shall be deemed to have waived any rights or remedies they may have against Buyer by reason of the breach of any such representations or warranties to the extent described in such noticeCompany.

No Misrepresentation or Breach of Covenants and Warranties. There shall not have been no any material breach by Buyer Seller in the performance of any of its covenants and agreements hereinherein which shall not have been remedied or cured; each of the representations and warranties of Buyer Seller contained in this Agreement other than those contained in the Fundamental Representations, disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or referred to herein similar standard or qualifications, shall be true and correct in all respects on the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties they expressly speak of another relate to an earlier date, in which case such representations and warranties shall be true and correct as of such other on that date), except for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Sellers Buyer or any transaction permitted by this Agreement and other than breaches of representations and warranties which, individually or (B) those breaches in the aggregate, have not had or inaccuracies that could would not reasonably be expected to have a Material Adverse Effect; each of the representations and warranties of Seller contained in the Fundamental Representations, disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or similar standard or qualifications, shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except to the extent that they expressly relate to an earlier date, which shall be true and correct on that date); and there shall have been delivered to Sellers Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer by an a duly authorized officer of Buyer. To the extent that at the Closing Buyer delivers to Sellers a written notice specifying in reasonable detail the breach by Buyer of any of the representations or warranties of Buyer contained herein, and nevertheless Sellers proceed with the Closing, Sellers shall be deemed to have waived any rights or remedies they may have against Buyer by reason of the breach of any such representations or warranties to the extent described in such noticeSeller.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no breach by Buyer in the performance of any of its covenants and agreements herein; each of the The representations and warranties of Buyer contained or referred to herein Seller made in this Agreement shall be true and correct in all respects respects, both (i) as of the date hereof and (ii) on and as of the Closing Date Date, as though made on the Closing Date such date, (x) except to the extent that such for those representations and warranties expressly speak of another which refer to facts existing at a specific date, in which case such representations and warranties shall be true and correct as of such other specific date), (y) except for (A) changes therein as specifically permitted contemplated by this Agreement and (z) except to the extent any breaches of such representations and warranties, read without giving effect to the words “material,” “materially,” “Material Adverse Effect” or resulting from any transaction expressly consented to words of similar import, would not be reasonably likely in writing by Sellers or any transaction permitted by this Agreement or (B) those breaches or inaccuracies that could not reasonably be expected the aggregate to have a Material Adverse Effect. Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date; there shall not have been any Material Adverse Effect from the date hereof to the Closing Date; and there Seller shall have been delivered to Sellers Buyer a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer. To Seller confirming the extent that at the Closing Buyer delivers to Sellers a written notice specifying in reasonable detail the breach by Buyer of any of the representations or warranties of Buyer contained herein, and nevertheless Sellers proceed with the Closing, Sellers shall be deemed to have waived any rights or remedies they may have against Buyer by reason of the breach of any such representations or warranties to the extent described in such noticeforegoing.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no breach by Buyer in the performance of any of its covenants and agreements herein; each Each of the representations and warranties set forth in Article V hereof will be true and correct in all material respects at and as of Buyer contained the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement, except to the extent that such representations and warranties are qualified by terms such as "material" or referred to herein "Material Adverse Effect," in which case each of such representations and warranties shall be true and correct in all respects on the Closing Date as though made on of the Closing Date (except to the extent that such representations and warranties they expressly speak of another relate to an earlier date, in which case such representations and warranties shall they will be true and correct as of such other date), in each case except for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Sellers Buyer or any transaction expressly permitted by this Agreement and other than breaches of particular representations and warranties which, individually or (B) those breaches in the aggregate are not material to the Companies or inaccuracies the transactions contemplated by this Agreement. Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that could not reasonably be expected to have a such covenants are qualified by terms such as "material" or "Material Adverse Effect; ," in which case Sellers shall have performed and there complied with all such covenants in all respects as of the Closing Date. There shall have been delivered to Sellers Buyer a certificate to the effect that each of the conditions in the preceding two sentences is fully satisfied and such effect, certificate shall be dated the Closing Date and signed on behalf of Buyer the Sellers by an a duly authorized officer of Buyer. To the extent that at the Closing Buyer delivers to Sellers a written notice specifying in reasonable detail the breach by Buyer of any each of the representations or warranties of Buyer contained herein, and nevertheless Sellers proceed with the Closing, Sellers shall be deemed to have waived any rights or remedies they may have against Buyer by reason of the breach of any such representations or warranties to the extent described in such noticeSellers.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no breach by Buyer in the performance of any of its covenants and agreements herein; each of the The representations and warranties of Buyer Seller contained in this Agreement which are qualified as to materiality or referred to herein “Material Adverse Effect” shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made at and as of the Closing (except for representations and warranties expressly stated to relate to a specific date, in which case such representation and warranties shall be true and correct as of such earlier date) and all other representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except to the extent that such for representations and warranties expressly speak of another stated to relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such other earlier date), except for (A) changes therein specifically permitted by ; provided that this Agreement condition shall be deemed to be satisfied unless any failure of any such representation or resulting from any transaction expressly consented warranty to in writing by Sellers or any transaction permitted by this Agreement or (B) those breaches or inaccuracies that could not be true and correct would reasonably be expected to have a Material Adverse Effect; , either alone or when taken in the aggregate with other breaches of any such representations and there warranties. Seller shall have been delivered performed or complied in all material respects with all obligations and covenants required by this Agreement to Sellers be performed or complied with by Seller on or before the Closing Date. Seller shall deliver to Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer by an authorized officer of Buyer. To the extent that at the Closing Buyer delivers to Sellers a written notice specifying in reasonable detail the breach by Buyer of any Seller, certifying its fulfillment of the representations or warranties of Buyer contained herein, and nevertheless Sellers proceed with the Closing, Sellers shall be deemed to have waived any rights or remedies they may have against Buyer by reason of the breach of any such representations or warranties to the extent described conditions set forth in such noticethis Section 7.1.