Representations, Warranties and Covenants of the Company and Seller. (a) Each of the Seller Fundamental Representations and the representation set forth in Section 4.7(b) shall be true and correct in all respects at and as of the Closing (as if made on and as of the Closing), (b) the representations set forth in the second sentence of Section 4.5 shall be true and correct in all material respects (disregarding any qualification in the text of the relevant representation or warranty as to “materiality” or “Material Adverse Effect”), and (c) each of the representations and warranties of the Company and Seller made in this Agreement other than those set forth in clauses (a) and (b) of this Section 9.1.1 shall be true and correct as of the Closing (as if made on and as of the Closing), except to the extent that the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company or Seller (disregarding any qualification in the text of the relevant representation or warranty as to “materiality” or “Material Adverse Effect”); (d) the Seller shall, and shall have caused the Company to, have performed and complied in all material respects with all terms, agreements and covenants contained in this Agreement required to be performed or complied with by the Seller or the Company on or before the Closing Date; and (e) the Seller shall have delivered to the Purchaser a certificate dated the Closing Date, confirming the satisfaction of the conditions contained in Sections 9.1.1 (Representations, Warranties and Covenants of the Company and the Seller) and 9.1.6 (Material Adverse Effect).
Representations, Warranties and Covenants of the Company and Seller. The Company and Seller, jointly and severally, represent and warrant and, where applicable, covenant as follows. As used herein, references to the "Knowledge" of the Company or the Seller shall include all matters of which the following officers of the Company or the Seller have actual knowledge: Xxxxxxx Xxxxxxxxx; Xxxx Xxxxxxxxx; Xxxx Xxxxx; Xxxxxx Xxxxxx; Xxxxx Xxxxxxx and Xxxx Xxxxxxx.
