Common use of Representations and Warranties; Covenants Clause in Contracts

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct on and as of the Effective Date; each of the representations and warranties of Buyer contained in this Agreement that are qualified as to materiality shall be true and correct on and as of the Closing Date; and each of the other representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (ai) Each of the The representations and warranties of Buyer each Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Effective Closing Date and, except where expressly limited to a specific date, with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent of any changes caused by the transactions herein contemplated, and (ii) the Purchasers shall not be in material breach of any covenant contained in the Documents.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer Seller contained in this Agreement shall be true and correct on and as of the Effective Date; each of the representations and warranties of Seller contained in this Agreement that are qualified as to materiality shall be true and correct on and as of the Closing Date; and each of the other representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer Sellers contained in this Agreement shall be true true, correct and correct complete in all material respects (disregarding for such purposes any qualifications or exceptions for, or reference to, materiality, Material Adverse Effect or similar expressions) on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer Seller contained in this Agreement shall be true true, complete and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer each Seller contained in this Agreement shall be true true, complete and correct in all material respects on and as of the Effective Date (except with respect to representations and warranties that require or reference a Schedule; which shall be deemed to have been made and delivered as of the Effective Date) and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date and, and except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true true, correct and correct complete in all material respects (disregarding for such purposes any qualifications or exceptions for, or reference to, materiality, Material Adverse Effect or similar expressions) on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer and Vanguard contained in this Agreement shall be true and correct on and as of the Effective Date; each of the representations and warranties of Buyer and Vanguard contained in this Agreement that are qualified as to materiality shall be true and correct on and as of the Closing Date; and each of the other representations and warranties of Buyer and Vanguard contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (ai) Each of the The representations and warranties of Buyer contained in this Agreement and in each Transaction Document shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date(or, in the case of representations and warranties of Buyer which address matters only as of a particular date, as of such date) and (ii) the covenants and agreements contained in this Agreement and in each Transaction Document to be complied with by Buyer on or prior to the Closing shall have been complied with in all material respects.

Representations and Warranties; Covenants. (a) Each of the ------------------------------ representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects on and respects, as of and with reference to the Effective Date andClosing Date, except where expressly limited to a specific date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and with reference to such date. The Buyer shall have performed and complied with all obligations, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

Representations and Warranties; Covenants. (a) Each of the The representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects on and the Closing Date with the same effect as if made on the Closing Date (except for any representation or warranty made as of the Effective Date and, except where expressly limited to a specific date, on which shall be so true and correct in all material respects only as of the Closing Datesuch specific date).

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true true, complete and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer contained in this Agreement that are qualified as to materiality shall be true and correct on and as of the Closing Date; and each of the other representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer Seller contained in this Agreement that are qualified as to materiality shall be true and correct on and as of the Closing Date; and each of the other representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer contained in Seller and the Company under this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on date of this Agreement and shall be true and correct at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. Seller and the Company shall have performed and complied in all respects with all obligations, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date.

Representations and Warranties; Covenants. (ai) Each of the All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Effective Agreement Date and, except where expressly limited to a specific date, on and as of the Closing Date.as if made on the Closing Date (other than representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct in all material respects as of such date); provided, however, that for purposes of determining the satisfaction of the condition in this clause (i), no effect shall be given to any qualifier of “material” in such representations and warranties;

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date, except where such failure to be true, complete and correct would not individually or in the aggregate have a material adverse effect on Sellers.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer Sellers contained in this Agreement shall be true and correct on and as of the Effective Date; each of the representations and warranties of Sellers contained in this Agreement that are qualified as to materiality shall be true and correct on and as of the Closing Date; and each of the other representations and warranties of Sellers contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the i). all representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Effective applicable Closing Date and, except where expressly limited to as if made on such Closing Date (other than representations and warranties that are made as of a specific date, on which representations and warranties shall have been true and correct in all respects as of the Closing Date.such date);

Representations and Warranties; Covenants. (a) Each of the i). all representations and warranties of Buyer Vendor contained in this Agreement shall be true and correct in all material respects on and as of the Effective applicable Closing Date and, except where expressly limited to as if made on such Closing Date (other than representations and warranties that are made as of a specific date, on which representations and warranties shall have been true and correct as of the Closing Date.such date);

Representations and Warranties; Covenants. (a) Each of the The representations and warranties of Buyer Purchaser contained in this Agreement shall herein will be true and correct in all material respects on and as of the Effective Closing Date and, (except where expressly limited to for representations and warranties made as of a specific specified date, which will be true and correct as of that date in all material respects) with the same force and effect as though made by Purchaser on and as of the Closing Date.

Representations and Warranties; Covenants. (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects (except that those representations and warranties which are qualified as to material, materiality, Material Adverse Effect or similar expressions, or are subject to the same or similar type exceptions, shall be true, complete and correct in all respects) on and as of the Effective Date andand on and as of the Closing Date or, except where if expressly limited to a specific date, on and as of the Closing Datesuch specific date.

Representations and Warranties; Covenants. (a) Each of the The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and (without giving effect to any “materiality,” “in all material respects,” “material adverse effect” or similar qualifiers) as of the Effective Date and, except where expressly limited to a specific date, on and as of the Closing DateDate (except for representations and warranties which address matters only as of a specific date, which representations and warranties shall continue as of the Closing Date to be true and correct as of such specific date).

Representations and Warranties; Covenants. (a) Each of the ------------------------------ representations and warranties of Buyer contained in the Seller under this Agreement shall be true and correct in all material respects on and as of the Effective Date and, except where expressly limited to a specific date, on date of this Agreement and shall be true and correct at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date. The Seller shall have performed and complied in all respects with all obligations, covenants and conditions required by this Agreement to be performed or complied with by him prior to or on the Closing Date.

Representations and Warranties; Covenants. (a) Each of the The representations and warranties of Buyer the Sellers and all Schedules contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such dates, and the Effective Date andSellers shall have duly performed and complied in all respects with all covenants, except where expressly limited agreements and conditions required by this Agreement to a specific date, on and as of be performed or complied with by it prior to or at the Closing Dateapplicable Closing.