Common use of Representations and Warranties; Covenants and Agreements Clause in Contracts

Representations and Warranties; Covenants and Agreements. The representations and warranties of Seller made in Article VII of this Agreement (other than the representations and warranties of Seller made in Section 7.02) (without regard to any qualifications therein as to materiality or Seller Material Adverse Effect) shall be true and correct as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date, except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date; provided that this condition shall be deemed satisfied unless the failure of any such representations and warranties to be so true and correct is, individually or in the aggregate, reasonably likely to have a Seller Material Adverse Effect. The representations and warranties of Seller made in Section 7.02 shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date. Seller shall have performed, and shall have caused the Selling Subsidiaries to have performed, in all material respects, all covenants and agreements contained in the Transaction Agreements required to be performed by Seller or the Selling Subsidiaries, as the case may be, by the time of the Initial Closing, including the entrance into the Transaction Agreements, each of which shall remain in full force and effect at the time of the Initial Closing. Seller shall have delivered to Purchaser a certificate of an authorized officer of Seller, dated as of the Initial Closing Date, to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Seller Purchaser made in Article VII VI of this Agreement (other than the representations and warranties of Seller Purchaser made in Section 7.026.02) (without regard to any qualifications therein as to materiality or Seller Purchaser Material Adverse Effect) shall be true and correct as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date, except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date; provided that this condition shall be deemed satisfied unless the failure of any such representations and warranties to be so true and correct is, individually or in the aggregate, reasonably likely to have a Seller Purchaser Material Adverse Effect. The representations and warranties of Seller Purchaser made in Section 7.02 6.02 shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date. Seller Purchaser shall have performed, and shall have caused the Selling Purchasing Subsidiaries to have performed, in all material respects, all covenants and agreements contained in the Transaction Agreements required to be performed by Seller Purchaser or the Selling Purchasing Subsidiaries, as the case may be, by the time of the Initial Closing, including the entrance into the Transaction Agreements, each of which shall remain in full force and effect at the time of the Initial Closing. Seller Purchaser shall have delivered to Purchaser Seller a certificate of an authorized officer of Sellerofficer, dated as of the Initial Closing Date, to the effect that the conditions set forth in this Section 8.01(a9.01(a) have been satisfied.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Seller made the Sellers contained in Article VII of this Agreement (other than shall have been true and correct at the representations date hereof and warranties of Seller made except for changes contemplated in Section 7.02) (without regard to any qualifications therein as to materiality or Seller Material Adverse Effect) this Agreement, shall be have been true and correct as of the date of this Agreement Closing Date, with the same force and effect as if made at and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date, except in each case where the failure to be true and correct would not reasonably be expected to have a Material Adverse Effect; provided, however, that the accuracy of representations and warranties that by their terms speak as of are confined to a specified date will be determined shall speak only as of such date; provided that this condition shall be deemed satisfied unless the failure of any such representations date and warranties to be so true and correct is, individually or in the aggregate, reasonably likely to have a Seller Material Adverse Effect. The representations and warranties of Seller made in Section 7.02 shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date. Seller shall have performed, and shall have caused the Selling Subsidiaries to have performed, “material,” “in all material respects, ,” “Material Adverse Effect,” “immaterial,” “materially” and similar materiality qualifiers in Article II shall be ignored for purposes of this Section 5.2(b). The Sellers shall have performed or complied (or cured any noncompliance) in all material respects with all agreements and covenants and agreements contained in the Transaction Agreements required by this Agreement to be performed or complied with by Seller it at or prior to the Selling Subsidiaries, as the case may be, by the time of the Initial Closing, including the entrance into the Transaction Agreements, each of which Closing Date. The Sellers shall remain in full force and effect at the time of the Initial Closing. Seller shall have delivered deliver to Purchaser a certificate of an authorized officer of Sellercertificate, dated as of the Initial Closing Date, executed on its behalf by an authorized officer, to the effect that the conditions set forth specified in this Section 8.01(a5.2(b) have been satisfied.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Seller Purchaser made in Article VII V of this Agreement (other than the representations and warranties of Seller made in Section 7.02) (without regard to any qualifications therein as to materiality or Seller Purchaser Material Adverse Effect) shall be true and correct as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date, except that to the accuracy of extent such representations and warranties that by their terms speak as of a specified date will expressly relate to an earlier time in which case such representations and warranties shall be determined true and correct as of such dateearlier time; provided that this condition shall be deemed satisfied unless the failure of any such representations and warranties to be so true and correct ison any such date would, individually or in the aggregate, reasonably likely to have a Seller Purchaser Material Adverse Effect. The representations and warranties of Seller made in Section 7.02 shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date. Seller Purchaser shall have performed, and shall have caused the Selling Subsidiaries to have performed, performed in all material respects, respects all covenants and agreements contained in the Transaction Agreements required to be performed by Seller or the Selling Subsidiaries, as the case may be, Purchaser by the time of the Initial Closing; provided, including the entrance into the Transaction Agreementshowever, each of which that, with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser shall remain have performed such agreements, covenants and conditions as so qualified in full force and effect at the time of the Initial Closingall respects. Seller Purchaser shall have delivered to Purchaser Seller a certificate of an authorized officer of SellerPurchaser, dated as of the Initial Closing Date, to the effect that the conditions set forth in this Section 8.01(a) 10.1 have been satisfiedsatisfied and certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and each Transaction Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement, the Transaction Agreements and the other documents to be delivered hereunder.

Representations and Warranties; Covenants and Agreements. The representations and warranties of Seller made in Article VII IV of this Agreement (other than the representations and warranties of Seller made in Section 7.02) (without regard to any qualifications therein as to materiality or Seller Material Adverse Effect) shall be true and correct as of the date of this Agreement and as of the Initial Closing Date (as supplemented by Permitted Schedule Additions) with the same effect as if made as of the Initial Closing Date, except that to the accuracy of extent such representations and warranties that by their terms speak as of a specified date will expressly relate to an earlier time, in which case such representations and warranties shall be determined true and correct as of such dateearlier time; provided that this condition shall be deemed satisfied unless the failure of any such representations and warranties to be so true and correct ison any such date would, individually or in the aggregate, reasonably likely to have a Seller Material Adverse Effect. The representations and warranties of Seller made in Section 7.02 shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date. Seller shall have performed, and shall have caused the Selling Subsidiaries to have performed, in all material respectsrespects all covenants, all covenants agreements and agreements conditions contained in the Transaction Agreements required to be performed by Seller or the Selling Subsidiaries, as the case may be, by the time of the Initial Closing; provided, including the entrance into the Transaction Agreementshowever, each of which that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall remain have performed such agreements, covenants and conditions as so qualified in full force and effect at the time of the Initial Closingall respects. Seller shall have delivered to Purchaser a certificate of an authorized officer of Seller, dated as of the Initial Closing Date, to the effect that the conditions set forth in this Section 8.01(a) 9.1 have been satisfiedsatisfied and certifying: (i) that (A) attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller and each applicable Selling Subsidiary, and with respect to each Selling Subsidiary, shareholder resolutions, authorizing the execution, delivery and performance of this Agreement, and each Transaction Agreements to which such Person is a party, and the consummation of the transactions contemplated hereby, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; and (ii) the names and signatures of the officers of Seller and each applicable Selling Subsidiary authorized to sign this Agreement, the Transaction Agreements and the other documents to be delivered hereunder to which such Person is a party.