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

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. The representations and warranties of Buyer set forth herein shall be true and correct both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (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 qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby. Each of the obligations of Buyer required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. At the Closing, Parent and the Member shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Buyer to the effect that the condition set forth in the preceding two sentences has been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. (a) The representations and warranties of Buyer Parent set forth herein shall be true and correct both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (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 qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Buyer Parent to consummate the transactions contemplated hereby. Each of the obligations of Buyer Parent required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing, except where the failure to duly perform or comply with such obligations does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby. At the Closing, Parent and the Member Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Buyer Parent to the effect that the condition set forth in the preceding two sentences has been satisfied.