Common use of SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT Clause in Contracts

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 7 contracts

Samples: Note Purchase Agreement (Patterson Companies, Inc.), Note Purchase Agreement (Patterson Companies, Inc.), Note Purchase Agreement

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SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guarantees embody the entire agreement and understanding between you each Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 5 contracts

Samples: 2018 Note Agreement (Colliers International Group Inc.), Note Purchase Agreement (Colliers International Group Inc.), Note Purchase Agreement (Colliers International Group Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Purchaser of any Note or portion thereof or interest therein and the payment of any NoteNote through the payment or prepayment in full thereof, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor the Issuer pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you each Purchaser and the Obligors Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 4 contracts

Samples: Contribution Agreement (El Paso Pipeline Partners, L.P.), Contribution Agreement (El Paso Pipeline Partners, L.P.), Note Purchase Agreement (El Paso Pipeline Partners, L.P.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any an Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you each Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Purchase Agreement (Nisource Inc/De), Note Purchase and Private Shelf Agreement (Lincoln Electric Holdings Inc), Note Purchase Agreement (Lincoln Electric Holdings Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor the Obligors or HIL pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Obligors or HIL, as the case may be, under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Obligors and HIL and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Pledge Agreement (Hampshire Group LTD), Pledge Agreement (Hampshire Group LTD), Pledge Agreement (Hampshire Group LTD)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you each Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Joinder Agreement and Affirmation (Lincoln Electric Holdings Inc), Tucson Electric Power Co

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein or made in writing by or on behalf of any Obligor in connection herewith shall survive the execution and delivery of this Agreement and Agreement, the Shelf Notes, the purchase or other Transaction Documents and each Confirmation of Acceptance, the transfer by you any Purchaser of any Shelf Note or portion thereof or interest therein and the payment of any Shelf Note, and may be relied upon by any subsequent holder of a NoteTransferee, regardless of any investigation made at any time by or on behalf of you any Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this AgreementTransferee. Subject to the preceding sentence, this Agreement Agreement, the Shelf Notes and the Notes other Transaction Documents embody the entire agreement and understanding between you and the Obligors parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the such subject matter hereofmatter.

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (Drew Industries Inc), Note Purchase and Private Shelf Agreement (Drew Industries Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a NoteNoteholder, regardless of any investigation made at any time by or on behalf of you or any other holder of a NoteNoteholder. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Unisource Energy Corp, Unisource Energy Corp

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor the Obligors pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Furniture Brands International Inc), Note Purchase Agreement (Sunrise Medical Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor the Co-Issuers pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Co-Issuers under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Transaction Documents embody the entire agreement and understanding between you and the Obligors Co-Issuers and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Drew Industries Incorporated)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Holder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder Holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of any each Obligor pursuant to this Agreement shall be deemed representations and warranties of such each Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you each Holder and the Obligors each Obligor and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Western Micro Technology Inc /De)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor of the Obligors pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Obligors under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes, the Constituent Company Guaranty and the Notes Intercreditor Agreement embody the entire agreement and understanding between you and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Hub Group Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Noteseach Financing Document, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor the Company pursuant to this Agreement any Financing Document shall be deemed representations and warranties of such Obligor the Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Documents embody the entire agreement and understanding between you and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Stock Pledge Agreement (Divine Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any either Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Guarantee Agreement (Budget Group Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the NotesNote Documents, the purchase or transfer by you any Holder of any Secured Note or portion thereof or interest therein and the payment of any Secured Note, and may be relied upon by any subsequent holder Holder of a Secured Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of any each Obligor pursuant to this Agreement shall be deemed representations and warranties of such each Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Note Documents embody the entire agreement and understanding between you each Holder and the Obligors each Obligor and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (National Record Mart Inc /De/)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the NotesNote Documents, the purchase or transfer by you any Holder of any Subordinated Note or portion thereof or interest therein and the payment of any Subordinated Note, and may be relied upon by any subsequent holder Holder of a Subordinated Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of any each Obligor pursuant to this Agreement shall be deemed representations and warranties of such each Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Note Documents embody the entire agreement and understanding between you each Holder and the Obligors each Obligor and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (National Record Mart Inc /De/)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you each Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon (as of when made) by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you any Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any either Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you the Purchasers and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note and Guarantee Agreement (Gtech Holdings Corp)

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SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any either Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Obligors under this Agreement. Subject to the preceding sentence, this Agreement, the Notes, the Mortgage, the Collateral Agency Agreement and the Notes Subsidiary Guarantees embody the entire agreement and understanding between you and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Collateral Agency Agreement (Ak Steel Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof. SECTION 17.

Appears in 1 contract

Samples: Purchase Agreement

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Holder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder Holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of any each Obligor pursuant to this Agreement shall be deemed representations and warranties of such each Obligor under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Note Documents embody the entire agreement and understanding between you each Holder and the Obligors each Obligor and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note and Stock Purchase Agreement (Aps Healthcare Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and Note may be relied upon by any subsequent holder of a any Note, regardless of any investigation made at any time by or on behalf of you any Purchaser or any other holder of a any Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you the Purchasers and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Joinder Agreement (Belk Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Initial Noteholder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a NoteNoteholder, regardless of any investigation made at any time by or on behalf of you or any other holder of a NoteNoteholder. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor the Issuer pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you each Noteholder and the Obligors Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Tc Pipelines Lp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor the Obligors pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you each Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Oaktree Capital Group, LLC

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Co-Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Co-Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Co-Obligors and supersede all prior agreements and understandings relating to the subject matter hereof. 17.

Appears in 1 contract

Samples: Note Purchase Agreement (Bei Technologies Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent beneficial holder of a Note, regardless of any investigation made at any time by or on behalf of you such Purchaser or any other beneficial holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor the Borrower pursuant to this Agreement shall be deemed representations and warranties of such Obligor the Borrower under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you each Purchaser and the Obligors Borrower and supersede all prior agreements and understandings relating to the subject matter hereofhereof whether written or oral.

Appears in 1 contract

Samples: Note Purchase Agreement (Enterprise Products Partners L P)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you the Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you the Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you the Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (HLTH Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any either Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you each Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: United America Indemnity, LTD

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