Common use of Representations and Covenants Clause in Contracts

Representations and Covenants. The representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of the Closing Date; and Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Buyer prior to the Closing.

Representations and Covenants. The representations and warranties of Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made the Company and Sellers contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; . Sellers and Buyer the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer Sellers or the Company on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made Purchaser contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the date of Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer date of Closing. Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the date of Closing.;

Representations and Covenants. The representations and warranties of Buyer made Seller contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the date of Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer date of Closing. Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the date of Closing.; and

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the ClosingClosing Date. The Buyer shall have delivered to the Sellers a certificate, dated the Closing Date and signed by an officer of the Buyer, to the foregoing effect.

Representations and Covenants. The Each of the representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date correct, as though such representations and warranties were made on and or as of the Closing Date; , and Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement or any other Transaction Document to be performed or complied with by Buyer prior to the Closing.

Representations and Covenants. The representations and warranties of Buyer made Sellers and the Company contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; . Sellers and Buyer the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer Sellers or the Company on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true on and correct in all material respects on as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . Buyer shall have performed and complied with in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the Closing Date. At the Closing, Buyer shall have delivered to Seller a certificate to such effect.

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer them on or prior to the ClosingClosing Date. Buyer shall have delivered to the Seller a certificate, dated the date of the Closing and signed by an officer of Buyer, to the foregoing effect.

Representations and Covenants. The representations and warranties of Buyer made the Purchaser contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . The Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties were had been made on and as of the Closing Date; Date (except for representations and Buyer shall have performed warranties that speak as of a specific date or time other than the Closing Date (which need only be true and complied correct in all material respects with all as of such date or time)), and the covenants and agreements of Buyer required to be performed on or complied before the Closing Date in accordance with by Buyer prior to the Closingterms of this Agreement shall have been performed in all material respects.

Representations and Covenants. The representations and warranties of Buyer made Seller contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true on and correct in all material respects on as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer Seller on or prior to the Closing Date. At the Closing, Seller shall have delivered to Buyer a certificate to such effect.

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and or agreements required by this Agreement to be performed or complied with by the Buyer on or prior to the ClosingClosing Date.

Representations and Covenants. The All representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and Seller contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . Seller shall have performed and complied in all material respects with all covenants and agreements contained herein and required to be performed or complied with by Buyer it on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Buyer on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made the Seller contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . The Seller shall have performed and complied in all material respects with all covenants and or agreements required by this Agreement to be performed or complied with by Buyer the Seller on or prior to the ClosingClosing Date.

Representations and Covenants. The All representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . Buyer shall have performed and complied in all material respects with all covenants and agreements contained herein and required to be performed or complied with by Buyer it on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made Sellers contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . Sellers shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer Sellers on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made the Sellers contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . The Sellers shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer them on or prior to the ClosingClosing Date.

Representations and Covenants. The Each of the representations and warranties of Buyer Purchaser made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct correct, in all material respects on the Closing Date respects, as though such representations and warranties were made on and or as of the Closing Date; , and Buyer Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement or any other Transaction Document to be performed or complied with by Buyer Purchaser prior to the Closing.

Representations and Covenants. (i) The representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been were true and correct in all material respects when made, made and shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date; such time, and (ii) Buyer shall have performed and complied in all material respects with all covenants and agreements obligations under this Agreement required to be performed or and complied with by Buyer prior to as of the Closing.

Representations and Covenants. The representations and warranties of Buyer made the Seller contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . The Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer the Seller on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made in this Agreement or in any other Buyer Document agreement or instrument called for hereunder shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of the Closing Date; and Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Buyer prior to the Closing.

Representations and Covenants. The Except as expressly contemplated ----------------------------- by this Agreement, the representations and warranties of Buyer made the Purchaser contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . The Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made Buyers contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . Buyers shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer Buyers on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the ClosingClosing Date. Buyer shall have delivered to the Seller and EVO, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true on and correct in all material respects on as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the ClosingClosing Date. The Buyer shall have delivered to the Sellers a certificate, dated the date of the Closing and signed by an officer of the Buyer, to the foregoing effect.

Representations and Covenants. The All representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements contained herein and required to be performed or complied with by Buyer it on or prior to the ClosingClosing Date.

Representations and Covenants. The All representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and Sellers contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . The Sellers shall have performed and complied in all material respects with all covenants and agreements contained herein and required to be performed or complied with by Buyer it on or prior to the ClosingClosing Date.

Representations and Covenants. The Each of the representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on (except that representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of this Agreement and (except to the extent such representations and warranties refer to an earlier date) as of the Closing Date as though such representations and warranties were made on and as of the Closing Date; , and Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer prior to the Closing.

Representations and Covenants. The representations and warranties of Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true on and correct in all material respects on as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . Buyer shall have performed and complied with in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the Closing Date. At the Closing, Buyer shall have delivered to the Sellers a certificate to such effect.

Representations and Covenants. The All representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . Buyer shall have performed and complied in all material respects with all covenants and agreements contained herein and required to be performed or complied in all material respects with by Buyer it on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made in this Agreement or in any other Buyer Document agreement, instrument or document called for hereunder shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of the Closing Date; and Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Buyer prior to the Closing.Closing Date. 10.02

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, the Asset Purchase and Sale Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement and the Asset Purchase and Sale Agreement to be performed or complied with by Buyer on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made Seller contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer the Seller on or prior to the ClosingClosing Date. The Seller shall deliver to the Buyer a certificate dated the Closing Date to such effect.

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true on and correct in all material respects on as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the ClosingClosing Date. The Buyer shall have delivered to the Seller a certificate, dated the Closing Date and signed by an officer of the Buyer, to the foregoing effect and stating that all conditions to the Seller's obligations hereunder have been satisfied.

Representations and Covenants. The representations and warranties of Buyer made the Purchaser contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . The Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true on and correct in all material respects on as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the ClosingClosing Date. The Buyer shall have delivered to the Seller a certificate, dated the date of the Closing and signed by an officer of the Buyer, to the foregoing effect.

Representations and Covenants. The representations and warranties of Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects (provided that any representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the ClosingClosing Date.

Representations and Covenants. The All representations and warranties of Buyer made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements contained herein and required to be performed or complied with by Buyer it on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made the Sellers contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true on and correct in all material respects on as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . Each Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer such Seller on or prior to the Closing Date. At the Closing, the Sellers shall have delivered to Buyer a certificate to such effect.

Representations and Covenants. The representations and warranties of Buyer made the Seller contained in this Agreement or in any other Buyer Document shall have been be true and correct in all material respects as and when made, and shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of the Closing Date; and Buyer Date as if then made. The Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer him on or prior to the ClosingClosing Date. The Seller shall have delivered to the Buyer a certificate, dated the Closing Date and signed by the Seller to the foregoing effect and stating that all conditions to the Buyer's obligations hereunder have been satisfied.

Representations and Covenants. The Each of the representations and warranties of Buyer Purchaser made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations representation and warranties were warranty had been made on and or as of the Closing Date; and Buyer Purchaser shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Buyer Purchaser on or prior to the Closing.

Representations and Covenants. The representations and warranties of Buyer made Seller contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the date of Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer date of Closing. Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the date of Closing.; and (b)

Representations and Covenants. The Except as expressly contemplated by this Agreement, the representations and warranties of Buyer made the Purchaser contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . The Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made the Seller contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true on and correct in all material respects on as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and Buyer . Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer Seller on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true on and correct in all material respects on as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of ----------------------------- Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . Buyer shall have performed and complied with in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the ClosingClosing Date. Buyer shall deliver to Seller a certificate dated the Closing Date to such effect signed by an executive officer of Buyer.

Representations and Covenants. The representations and warranties of the Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the ClosingClosing Date. The Buyer shall have delivered to the Sellers a certificate, dated the date of the Closing and signed by an officer of the Buyer, to the foregoing effect.

Representations and Covenants. The representations and warranties of Buyer made in this Agreement or in any other Buyer Document agreement, instrument or document called for hereunder shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of the Closing Date; and Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Buyer prior to the ClosingClosing Date.

Representations and Covenants. The representations and warranties of Buyer made contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; and . Buyer shall have performed and complied with in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer it on or prior to the ClosingClosing Date. Buyer shall deliver to Seller a certificate dated the Closing Date to such effect signed by an executive officer of Buyer.

Representations and Covenants. The representations and warranties of Buyer made Sellers and the Company contained in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date; Date except for such representations and Buyer warranties that are made as of a specific date. Sellers and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer Sellers or the Company on or prior to the ClosingClosing Date.

Representations and Covenants. The Each of the representations and warranties of Buyer Purchaser made in this Agreement or in any other Buyer Document shall have been true and correct in all material respects when madebe true, correct, and shall be true and correct in all material respects on the Closing Date complete as though such representations and warranties were made on and or as of the Closing Date; , and Buyer Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer Purchaser prior to the Closing.