Common use of Representations and Warranties; Performance Clause in Contracts

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties NAP set forth in (x) Section 4.1(a3.1(a), Section 4.2 (other than the third sentence thereof)3.2, and Section 4.4(a3.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.23.2, Section 4.4(a3.4(a) and Section 4.83.8) shall be true and correct (without regard to any materiality, “Parent NAP Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent an NAP Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.8 shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties NAP shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent NAP Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The Each of the representations and warranties of the Parent Parties set forth Purchaser contained in (x) Section 4.1(a), Section 4.2 Article III of this Agreement (other than the third sentence thereofSections 3.1 (Organization and Power) and 3.2 (Authorization, Etc.), and Section 4.4(a) shall be true and correct in all material respects on and as of the Closing Date with the same effect as if though such representations and warranties had been made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier dateDate, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made that speak as of a specific date, date or time other than the Closing Date (which shall need only be true and correct as of such specific datedate or time), except where the failure of such representations and warranties to be so true and correct correct, without giving effect to any qualification or limitation as to “materiality,” “material adverse effect” or similar qualifier set forth therein, has not had, and would notnot reasonably be expected to have, individually or in the aggregate, result in a Parent Material Adverse Effect, material adverse effect on the Purchaser’s ability to consummate the transactions under this Agreement and the Registration Rights Agreement and (ii) each of the representation representations and warranty set forth warranties of the Purchaser contained in Section 4.8 Sections 3.1 (Organization and Power) and 3.2 (Authorization, Etc.)) of this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of the Closing Date as if made on the such date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualifiedtime).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (unless there shall have been a Parent Adverse Recommendation Change pursuant to Section 5.3(e)) and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.84.9) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 4.9 shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.84.8(a)) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 4.8(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent DM Parties set forth in (x) Section 4.1(a3.1(a), Section 4.2 (other than the third sentence thereof)3.2, and Section 4.4(a3.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.23.2, Section 4.4(a3.4(a) and Section 4.83.8(a)) shall be true and correct (without regard to any materiality, “Parent DM Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent DM Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.8(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent DM Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent DM Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent MLP Parties set forth in (x) Section 4.1(a), Section 4.2 Article III (other than the third sentence thereofthose set forth in Sections 3.3 and 3.17(b), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers Materiality Requirements therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent an MLP Material Adverse Effect, (ii) the representation representations and warranty warranties of the MLP Parties set forth in Sections 3.3 and 3.17(b) shall be true and correct (except as permitted pursuant to Section 4.8 5.1) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of the Closing Date as if made on the date thereofsuch specific date), and (iii) each of the Parent MLP Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, Materiality Requirements and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualifiedqualified and (iv) Buyer General Partner shall have received a certificate, dated as of the Closing Date, of an executive officer of MLP General Partner certifying to the matters set forth in this Section 6.2(a).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent ACMP Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof)4.2, and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.84.9(a)) shall be true and correct (without regard to any materiality, “Parent ACMP Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent an ACMP Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 4.9(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent ACMP Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent ACMP Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualifiedqualified and (iv) WPZ General Partner shall have received a certificate, dated as of the Closing Date, of an executive officer of ACMP General Partner certifying to the matters set forth in this Section 6.3(a).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent WPZ Parties set forth in (x) Section 4.1(a3.1(a), Section 4.2 (other than the third sentence thereof)3.2, and Section 4.4(a3.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.23.2, Section 4.4(a3.4(a) and Section 4.83.9(a)) shall be true and correct (without regard to any materiality, “Parent WPZ Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent WPZ Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.9(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent WPZ Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent WPZ Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified, and (iv) ACMP General Partner shall have received a certificate, dated as of the Closing Date, of an executive officer of WPZ General Partner certifying to the matters set forth in this Section 6.2(a).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent WPZ Parties set forth in (x) Section 4.1(a3.1(a), Section 4.2 (other than the third sentence thereof)3.2, and Section 4.4(a3.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.23.2, Section 4.4(a3.4(a) and Section 4.83.9(a)) shall be true and correct (without regard to any materiality, “Parent WPZ Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent WPZ Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.9(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent WPZ Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent WPZ Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties NMCI set forth in (x) Section 4.1(a3.1(a), Section 4.2 (other than the third sentence thereof)3.2, and Section 4.4(a3.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.23.2, Section 4.4(a3.4(a) and Section 4.83.8) shall be true and correct (without regard to any materiality, “Parent NMCI Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent an NMCI Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.8 shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties NMCI shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent NMCI Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent QEPM Parties set forth in (x) Section Article IV, other than as set forth in Sections 4.1(a), Section 4.2 (other than the third sentence thereof)4.2, 4.4, and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date4.9, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers Materiality Requirements therein) as of the date of this Agreement and as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent QEPM Material Adverse Effect, ; (ii) the representation representations and warranty warranties of the QEPM Parties set forth in Section 4.8 Sections 4.1(a), 4.2, 4.4, and 4.9 shall be true and correct as of the Closing Date date of this Agreement and as of the Closing, as if made remade on the date thereofthereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); (iii) each of the Parent QEPM Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, Materiality Requirements and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified; and (iv) TLLP General Partner shall have received a certificate, dated as of the Closing Date, of an executive officer of QEPM General Partner certifying to the matters set forth in this Section 6.2(a).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent MLP Parties set forth in (x) Section 4.1(a3.1(a), Section 4.2 (other than the third sentence thereof)3.2, and Section 4.4(a3.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier a specific date, in which case as of such earlier specific date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.23.2, Section 4.4(a3.4(a) and Section 4.83.9) shall be true and correct (without regard to any materiality, “Parent MLP Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent an MLP Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.9 shall be true and correct as of the Closing Date as if made on the date thereof, thereof and (iii) each of the Parent MLP Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent MLP Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Buyer Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(athose set forth in Sections 4.3 and 4.17(b), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers Materiality Requirements therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent Buyer Material Adverse Effect, (ii) the representation representations and warranty warranties of the Buyer Parties set forth in Sections 4.3 and 4.17(b) shall be true and correct (except as permitted pursuant to Section 4.8 5.1) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of the Closing Date as if made on the date thereofsuch specific date), and (iii) each of the Parent Buyer Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, Materiality Requirements and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualifiedqualified and (iv) MLP General Partner shall have received a certificate, dated as of the Closing Date, of an executive officer of Buyer General Partner certifying to the matters set forth in this Section 6.3(a).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent SXCP Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), 3.1(a) and Section 4.4(a) 3.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.2, Section 4.4(a) 3.2 and Section 4.83.4) shall be true and correct (without regard to any materiality, “Parent SXCP Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent an SXCP Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.4 shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent SXCP Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent SXCP Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier a specific date, in which case as of such earlier specific date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.84.9(a)) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 4.9(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent TLLP Parties set forth in (x) Section 4.1(aArticle III, other than those set forth in Sections 3.1(a), Section 4.2 (other than the third sentence thereof)3.2, 3.4 and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date3.9, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers Materiality Requirements therein) as of the date of this Agreement and as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent TLLP Material Adverse Effect, ; (ii) the representation representations and warranty warranties of the TLLP Parties set forth in Section 4.8 Sections 3.1(a), 3.2, 3.4 and 3.9 shall be true and correct as of the Closing Date date of this Agreement and as of the Closing, as if made remade on the date thereofthereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); (iii) each of the Parent TLLP Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, Materiality Requirements and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified; and (iv) QEPM General Partner shall have received a certificate, dated as of the Closing Date, of an executive officer of TLLP General Partner certifying to the matters set forth in this Section 6.3(a).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties NMCI set forth in (x) Section 4.1(a)3.1(a) , Section 4.2 (other than the third sentence thereof)3.2 , and Section 4.4(a3.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.23.2 , Section 4.4(a3.4(a) and Section 4.83.8 ) shall be true and correct (without regard to any materiality, “Parent NMCI Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent an NMCI Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.8 shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties NMCI shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent NMCI Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (ia) The representations and warranties of the Parent Parties set forth Shareholders contained in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) this Agreement shall be true and correct in all material respects as of when made and on the Closing Date Date, with the same effect as if though made as of on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier dateDate; PROVIDED, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall that this condition will be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where deemed satisfied unless the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in (i) constitutes a Parent Material Adverse Effect, Change (as defined in SECTION 7.05 hereof) or (ii) involves the representation matters represented and warranty set forth warranted to in Section 4.8 shall any of SECTION 2.03, 3.01, 3.02 or 3.03 hereof and would cause any party hereto to be true and correct as of unable to complete the Closing Date as if made on the date thereof, and transactions contemplated hereby or (iii) each is as a result of the Parent Parties actual revenues, cash flow (I.E., earnings before interest, taxes, depreciation and amortization) or net profit for the aggregate six-month period covered by the June 1997 Accounts, being in any case less than 90% of the amount thereof reflected in the June 1997 Accounts; (b) the Shareholders shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required by this Agreement to be performed and complied with by it hereunder them prior to the Closing Date Date; PROVIDED, that are not so qualifiedthis condition will be deemed satisfied unless the failure to perform and comply with such agreements and covenants (i) constitutes a Material Adverse Change or (ii) involves a breach of a covenant set forth in (A) SECTION 6.01(b), with respect to increases in compensation and/or benefits only, (B) SECTION 6.02 - 6.07 (inclusive), (C) SECTION 6.17 or (D) Section 6.22; and (c) APAX and Dxxxx Xxxxxxx shall have delivered to the Purchaser a certificate in the form attached hereto as Exhibit E, dated the Closing Date, certifying to the foregoing.

Representations and Warranties; Performance. (i) The Each of the representations and warranties of the Parent Parties set forth Purchaser contained in (x) Section 4.1(a), Section 4.2 Article III of this Agreement (other than the third sentence thereofSections 3.1 (Organization and Power) and 3.2 (Authorization, Etc.), and Section 4.4(a) shall be true and correct in all material respects on and as of the Closing Date with the same effect as if though such representations and warranties had been made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier dateDate, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made that speak as of a specific date, date or time other than the Closing Date (which shall need only be true and correct as of such specific datedate or time), except where the failure of such representations and warranties to be so true and correct correct, without giving effect to any qualification or limitation as to “materiality,” “material adverse effect” or similar qualifier set forth therein, has not had, and would notnot reasonably be expected to have, individually or in the aggregate, result in a Parent Material Adverse Effect, material adverse effect on the Purchaser’s ability to consummate the transactions under this Agreement and the Registration Rights Agreement and (ii) each of the representation representations and warranty set forth warranties of the Purchaser contained in Section 4.8 Sections 3.1 (Organization and Power) and 3.2 (Authorization, Etc.) of this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of the Closing Date as if made on the such date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualifiedtime).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (unless there shall have been a Parent Adverse Recommendation Change pursuant to Section 5.3(f)) and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.84.9(a)) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 4.9(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent WMZ Parties set forth in (x) Section 4.1(a)Article IV, Section 4.2 (other than the third sentence thereof)as set forth in Sections 4.1, 4.2 and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date4.4, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers Materiality Requirements therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent WMZ Material Adverse Effect, ; (ii) the representation representations and warranty warranties of the WMZ Parties set forth in Sections 4.1, 4.2 and 4.4 shall be true and correct (except as permitted pursuant to Section 4.8 5.1) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of the Closing Date as if made on the date thereof, and such specific date); (iii) each of the Parent WMZ Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, Materiality Requirements and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified; and (iv) WPZ General Partner shall have received a certificate, dated as of the Closing Date, of an executive officer of WMZ General Partner certifying to the matters set forth in this Section 6.2(a).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent WPZ Parties set forth in (x) Section 4.1(aArticle III, other than those set forth in Sections 3.1(a), Section 4.2 (other than the third sentence thereof)3.2 and 3.4, and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers Materiality Requirements therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the 42 aggregate, result in a Parent WPZ Material Adverse Effect, ; (ii) the representation representations and warranty warranties of the WPZ Parties set forth in Sections 3.1(a), 3.2 and 3.4 shall be true and correct (except as permitted pursuant to Section 4.8 5.1) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of the Closing Date as if made on the date thereof, and such specific date); (iii) each of the Parent WPZ Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, Materiality Requirements and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified; and (iv) WMZ General Partner shall have received a certificate, dated as of the Closing Date, of an executive officer of WPZ General Partner certifying to the matters set forth in this Section 6.3(a).

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties NNA set forth in (x) Section 4.1(a3.1(a), Section 4.2 (other than the third sentence thereof)3.2, and Section 4.4(a3.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.23.2, Section 4.4(a3.4(a) and Section 4.83.8) shall be true and correct (without regard to any materiality, “Parent NNA Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent an NNA Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.8 shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties NNA shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent NNA Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (unless there shall have been a Parent Adverse Recommendation Change in accordance with Section 5.3(f)), and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.84.9(a)) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 4.9(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent RRMS Parties set forth in (x) Section 4.1(a3.1(a), Section 4.2 (other than the third sentence thereof)3.2, and Section 4.4(a3.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV III (other than Section 4.1(a3.1(a), Section 4.23.2, Section 4.4(a3.4(a) and Section 4.83.9(a)) shall be true and correct (without regard to any materiality, “Parent RRMS Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent RRMS Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 3.9(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent RRMS Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent RRMS Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties set forth in (x) Section 4.1(a)) , Section 4.2 (other than the third sentence thereof), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a)) , Section 4.24.2 , Section 4.4(a) and Section 4.84.8 ) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.

Representations and Warranties; Performance. (ia) The representations and warranties of the Parent Parties set forth Shareholders contained in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) this Agreement shall be true and correct in all material respects as of when made and on the Closing Date Date, with the same effect as if though made as of on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier dateDate; PROVIDED, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall that this condition will be true and correct in all material respects as of the Closing Date as if made as of the Closing Date and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.8) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where deemed satisfied unless the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in (i) constitutes a Parent Material Adverse Effect, Change (as defined in SECTION 7.05 hereof) or (ii) involves the representation matters represented and warranty set forth warranted to in Section 4.8 shall any of SECTION 2.03, 3.01, 3.02 or 3.03 hereof and would cause any party hereto to be true and correct as of unable to complete the Closing Date as if made on the date thereof, and transactions contemplated hereby or (iii) each is as a result of the Parent Parties actual revenues, cash flow (I.E., earnings before interest, taxes, depreciation and amortization) or net profit for the aggregate six-month period covered by the June 1997 Accounts, being in any case less than 90% of the amount thereof reflected in the June 1997 Accounts; (b) the Shareholders shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required by this Agreement to be performed and complied with by it hereunder them prior to the Closing Date Date; PROVIDED, that are not so qualifiedthis condition will be deemed satisfied unless the failure to perform and comply with such agreements and covenants (i) constitutes a Material Adverse Change or (ii) involves a breach of a covenant set forth in (A) SECTION 6.01(b), with respect to increases in compensation and/or benefits only, (B) SECTION 6.02 - 6.07 (inclusive), (C) SECTION 6.17 or (D) Section 6.22; and (c) APAX and Xxxxx Xxxxxxx shall have delivered to the Purchaser a certificate in the form attached hereto as Exhibit E, dated the Closing Date, certifying to the foregoing.

Representations and Warranties; Performance. (i) The representations and warranties of the Parent Parties set forth in (x) Section 4.1(a), Section 4.2 (other than the third sentence thereof), and Section 4.4(a) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (y) the third sentence of Section 4.2 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (unless there shall have been a Parent Adverse Recommendation Change pursuant to Section 5.3(h)) and (z) Article IV (other than Section 4.1(a), Section 4.2, Section 4.4(a) and Section 4.84.9(a)) shall be true and correct (without regard to any materiality, “Parent Material Adverse Effect” and similar qualifiers therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Parent Material Adverse Effect, (ii) the representation and warranty set forth in Section 4.8 4.9(a) shall be true and correct as of the Closing Date as if made on the date thereof, and (iii) each of the Parent Parties shall have performed or complied with all agreements and covenants required to be performed by it hereunder prior to the Closing Date that have materiality, “Parent Material Adverse Effect” or similar qualifiers, and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it hereunder prior to the Closing Date that are not so qualified.