Common use of No Misrepresentation or Breach of Covenants and Warranties Clause in Contracts

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except for representations made as of a specific date, which shall continue to be true as of such date, and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement); and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by the President, Chief Executive Officer, Managing Member or similar officer or manager of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement that is not qualified as to materiality shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except for and each of the representations made and warranties of Buyer contained or referred to in this Agreement that is qualified as of a specific date, which to materiality shall continue to be true and correct in all respects on the Closing Date as of such datethough made on the Closing Date, and except, in each case, for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller Sellers or any transaction contemplated by this Agreement); and there shall have been delivered to Seller Sellers a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by the President, Chief Executive Officer, Managing Member or similar an authorized officer or manager of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. There Each of the Company and Seller shall have been no performed or complied in all material breach by Buyer in the performance of any respects with all of its covenants and agreements herein; , each of the representations and warranties of Buyer Seller and the Company contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they expressly relate to an earlier date) without giving effect to any materiality or Material Adverse Effect qualification set forth therein, except for representations made as of a specific date, which shall continue to be true as of such date, and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller Buyer and other than breaches of representations and warranties which, individually or any transaction contemplated by this Agreement)in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to Seller Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer Seller by the President, Chief Executive Officer, Managing Member or similar officer or manager of Buyera duly authorized officer.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer Sellers in the performance of any of its their covenants and agreements herein; each herein and all of the representations and warranties of Buyer Sellers contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (Date, except for representations made as of a specific date, which shall continue to be true as of such date, and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller Purchaser and except where the failure of such representations or any transaction warranties to be true and correct would not have a material adverse effect on the ability of Sellers to consummate the transactions contemplated by this Agreement); , and there shall have been delivered to Seller Purchaser a certificate from each Seller to such effect, dated the Closing Date and Date, signed on behalf of Buyer such Seller by an authorized representative of such Seller in the President, Chief Executive Officer, Managing Member or similar officer or manager of Buyerform attached hereto as Exhibit H (the “Sellers Officers’ Certificate”).

No Misrepresentation or Breach of Covenants and Warranties. There Seller ---------------------------------------------------------- shall have been no complied in all material breach by Buyer in the performance of any of respects with its covenants and agreements herein; each herein and in the Coordinating Agreement. Each of the representations and warranties of Buyer Seller contained or referred to in this Agreement and each of the Seller Ancillary Agreements shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except for with respect to those representations made and warranties that speak as of to a specific dateparticular date or time, which shall continue only need to be true and correct as of such datedate or time), and except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement)Buyer; and there shall have been delivered to Seller Buyer a closing certificate in a form reasonably satisfactory to the Buyer to such effect, dated the Closing Date and Date, signed on behalf of Buyer by the President, Chief Executive Officer, Chairman or Managing Member or similar officer or manager Director of BuyerSeller.

No Misrepresentation or Breach of Covenants and Warranties. There Buyer shall have been no duly performed in all material breach by Buyer in respects all of the performance of any of its covenants and agreements hereinof Buyer herein which shall not have been remedied or cured; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (Date, except for representations made as of a specific date, which shall continue to be true as of such date, and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction expressly contemplated by this Agreement), and provided that any representation or warranty that is qualified as to materiality shall be true and correct in all respects as of the Closing Date, after giving effect to such qualification as to materiality; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer by the President, Chief Executive Officer, Managing Member or similar a duly authorized officer or manager of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. There Buyer shall have been no performed or complied in all material breach by Buyer in the performance of any respects with all of its covenants and agreements herein; , each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent they expressly relate to an earlier date) without giving effect to any materiality limitation or qualification, except for representations made as of a specific date, which shall continue to be true as of such date, and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Seller and other than breaches of representations and warranties which, individually or any transaction in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement)hereby; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer by the President, Chief Executive Officer, Managing Member or similar a duly authorized officer or manager of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer Seller in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer Seller contained or referred to in this Agreement herein shall be true and correct in all material respects on the Closing Date (except, in each case, those representations and warranties that are qualified by materiality which shall be true and correct in all respects) as though made on the Closing Date (Date, except for representations made as of a specific date, which shall continue to be true as of such date, and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller Buyer or any transaction contemplated permitted by this Agreement)Section 7.4; and there shall have been delivered to Seller Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer Seller by the President, Chief Executive Officer, Managing Member or similar officer or manager President of BuyerSeller.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements hereinherein which shall not have been remedied or cured; each of the representations and warranties of Buyer contained or referred to in this Agreement which is not qualified as to materiality shall be true and correct in all material respects on the Closing Date as though made on the Closing Date and the representations and warranties of Buyer contained in this Agreement which are qualified as to materiality shall be true and correct on the Closing Date as though made on the Closing Date (except Date, except, in each case, for representations made as of a specific date, which shall continue to be true as of such date, and changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller the Sellers or any transaction contemplated by this Agreement); and there shall have been delivered to Seller the Sellers a certificate to such effect, dated the Closing Date and Date, signed on behalf of Buyer by the President, Chief Executive Officer, Managing Member or similar a duly authorized officer or manager of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. There Seller shall ---------------------------------------------------------- have been no complied in all material breach by Buyer in the performance of any of respects with its covenants and agreements herein; each of the representations and warranties of Buyer Seller contained or referred to in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except for with respect to those representations made and warranties that speak as of to a specific dateparticular date or time, which shall continue to only need be true and correct as of such datedate or time), and except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement)Buyer; and there shall have been delivered to Seller Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf by a director of Buyer by the President, Chief Executive Officer, Managing Member or similar officer or manager of BuyerSeller.

No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the The representations and warranties of Buyer contained or referred to Seller made in this Agreement shall be true and correct in all material respects: (a) as of the date hereof; and (b) on and as of the Closing Date Date, as though made on the Closing Date such date, (i) except for those representations made as of and warranties which refer to facts existing at a specific date, date (which shall continue to be true and correct as of such date, and changes therein subject to clause (ii) below), (ii) except as specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement); , and there (iii) except to the extent any breaches of such representations and warranties would not in the aggregate have a Material Adverse Effect. Seller shall have been performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller on or before the Closing Date, and Seller shall have delivered to Seller Buyer a certificate to such effect, dated the Closing Date and signed on behalf by an authorized officer of Buyer by Seller confirming the President, Chief Executive Officer, Managing Member or similar officer or manager of Buyerforegoing.

No Misrepresentation or Breach of Covenants and Warranties. There Buyer ---------------------------------------------------------- shall have been no complied in all material breach by Buyer in the performance of any of respects with its covenants and agreements hereinherein and in the Coordinating Agreement; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except for with respect to those representations made and warranties that speak as of to a specific dateparticular date or time, which shall continue only need to be true and correct as of such datedate or time), and except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement)Seller; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by the President, Chief Executive Officer, Managing Member or similar officer or manager two directors of Buyer.