Common use of REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS Clause in Contracts

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of BPI and the BP Selling Entities contained in this Agreement or in any other Transaction Document to which any of them is a party shall be true and correct in all material respects on and as of the date of this Agreement and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects at and as of the Closing, except for representations and warranties that speak as of a specific date or time other than the Closing (which need only be true and correct in all material respects as of such date or time); provided, however, that if any portion of such representation or warranty is subject to any materiality qualification (including qualifications indicating accuracy in all material respects) or “Material Adverse Effect” qualification for purposes of determining whether this condition has been satisfied, such portion of such representation or warranty as so qualified shall be true and correct in all respects. Each of the obligations of BPI and the BP Selling Entities required by this Agreement to be performed by them at or prior to the Closing shall have been duly performed and complied with by each of them in all material respects as of the Closing. At the Closing, Intcomex shall have received certificates, dated the Closing Date and duly executed by an executive officer of BPI and each of the BP Selling Entities to the effect that the conditions set forth in the preceding two sentences has been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of BPI Intcomex and the BP Selling Entities other Intcomex Parties contained in this Agreement or in any other Transaction Document to which any of them is a party shall be true and correct in all material respects on and as of the date of this Agreement and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects at and as of the Closing, except for representations and warranties that speak as of a specific date or time other than the Closing (which need only be true and correct in all material respects as of such date or time); provided, however, that if any portion of such representation or warranty is subject to any materiality qualification (including qualifications indicating accuracy in all material respects) or “Material Adverse Effect” qualification for purposes of determining whether this condition has been satisfied, such portion of such representation or warranty as so qualified shall be true and correct in all respects. Each of the obligations of BPI Intcomex and the BP Selling Entities other Intcomex Parties required by this Agreement to be performed by them it at or prior to the Closing shall have been duly performed and complied with by each of them in all material respects as of the Closing. At the Closing, Intcomex BPI shall have received certificates, dated the Closing Date and duly executed by an executive officer of BPI Intcomex and each of the BP Selling Entities other Intcomex Parties to the effect that the conditions set forth in the preceding two sentences has been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. Each of the representations and warranties of BPI and the BP Selling Entities Company contained in Sections 2.1, 2.2, 2.3, 2.5, 2.6(a)(i) and 2.20 of this Agreement that are qualified as to materiality or in any other Transaction Document by reference to which any of them is a party Material Adverse Effect or another similar materiality qualification shall be true and correct in all material respects on and as of the date of this Agreement and (having been deemed to have been made again at and as of the Closing) shall be true and correct in all material respects at and as of the Closing, as if made at and as of such time (except for to the extent expressly made as of an earlier date, in which case as of such date), and such representations and warranties of the Company that speak as of a specific date or time other than the Closing (which need only are not so qualified shall be true and correct in all material respects as of such the date or time); providedof this Agreement and as of the Closing, however, that as if any portion made at and as of such representation or warranty is subject time (except to any materiality qualification (including qualifications indicating accuracy the extent expressly made as of an earlier date, in all material respects) or “Material Adverse Effect” qualification for purposes of determining whether this condition has been satisfied, such portion which case as of such representation or warranty as so qualified date). All the other representations and warranties of the Company contained in this Agreement shall be true and correct in all respectsrespects as of the date of this Agreement and as of the Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein) does not have, and would not reasonably be expected to have a Material Adverse Effect. Each of the obligations of BPI and the BP Selling Entities Company required by this Agreement to be performed by them it at or prior to the Closing shall have been duly performed and complied with by each of them it in all material respects as of the Closing. At the Closing, Intcomex Buyer shall have received certificatesa certificate, dated the Closing Date and duly executed by an the chief executive officer of BPI and each the chief financial officer of the BP Selling Entities Company on behalf of the Company, to the effect that the conditions set forth in the two preceding two sentences has have been satisfied.