Common use of Representations, Warranties and Covenants Clause in Contracts

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations ----------------------------------------- and warranties of the Company and the Principal Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of the Effective Time and the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Selling Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Selling Shareholders shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The (i) All representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except for at and as of the Closing Date as if such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when were made and on at and as of the Closing Date, except (i) for any changes specifically permitted by this Agreement and (ii) to the Company extent that any such representations and warranties were made as of a specified date, which representations and warranties shall have performed and complied continue on the Closing Date to be true in all material respects with all covenants, obligations and conditions as of this Agreement required to be performed and complied with by each of them prior to the Effective Timesuch specified date.

Representations, Warranties and Covenants. The All representations and ----------------------------------------- warranties of the Company and the Shareholder contained in this Agreement shall be true and correct in all material respects (except for such representations at and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations as of the date of this Agreement and warranties as so qualified shall be true and correct in all respects) both when made and on at and as of the Closing Date, except to the extent expressly required or permitted to be changed by the terms hereof, and (ii) the Company and the Shareholder shall have performed and complied in satisfied all material respects with all covenants, obligations agreements and conditions of this Agreement covenants required hereby to be performed and complied with by each of them prior to or on the Effective TimeClosing Date.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of such time and the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Company Member in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effectMaterial Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Company Member shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Selling Members in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Selling Members shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. (i) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effectmateriality, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and warranties were made on and as of such time and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Shareholder and Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Shareholder and Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. (i) The representations and warranties of the Company and the Selling Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Selling Shareholders shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. (i) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effectmateriality, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.warranties

Representations, Warranties and Covenants. The representations and warranties of the Company and the Selling Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Selling Shareholders shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Selling Member in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Selling Member shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing DateEffective Time, except for changes contemplated by this Agreement and except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such particular date), and (ii) the Company shall have observed, performed and complied with in all material respects with all covenants, obligations and conditions of in this Agreement required to be observed, performed and complied with by each the Company as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them it prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (accordance with their terms as of the Effective Time, except for such changes contemplated by this Agreement and except for those representations and warranties that are qualified by their terms by which address matters only as of a reference to materiality or material adverse effect, particular date (which representations and warranties as so qualified shall be remain true and correct in all respects) both when made and on and as of the Closing Datesuch particular date), and (ii) the Company shall have observed, performed and complied with in all material respects with all covenants, obligations and conditions of in this Agreement required to be observed, performed and complied with by each of them the Company at or prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company Companies in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company Companies shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. (i) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them it prior to the Effective Time.

Representations, Warranties and Covenants. The (a) Each of the representations and warranties of the Company in this Agreement Agreement, shall be true true, complete and correct in all material respects as of the Effective Time as though such representation and warranty had been made at the Effective Time (except for such those representations and warranties that are qualified by their terms by which address matters only as of a reference to materiality or material adverse effectparticular date shall remain true, which representations and warranties as so qualified shall be true complete and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Timesuch date).

Representations, Warranties and Covenants. The representations ----------------------------------------- and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of such time and the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Company Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effectMaterial Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Company Shareholders shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations ----------------------------------------- and warranties of the Company and the Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of the Effective Time and the Company and the Shareholders shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. (i) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effectMaterial Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them it prior to the Effective Time.

Representations, Warranties and Covenants. (i) The representations and warranties of the Company in this Agreement and the Related Agreements shall be true and correct (without regard to any materiality qualifications set forth therein) in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when on the date they were made and on and as of the Closing DateDate as though such representations and warranties were made on and as of such time, and (ii) the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of under this Agreement and the Related Agreements required to be performed and complied with by each it as of them prior to the Effective TimeClosing.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Principal Shareholder in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of the Effective Time and the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and ----------------------------------------- warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of the Effective Time and the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of the Effective Time and the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that which are qualified by their terms by a reference to materiality or material adverse effectmateriality, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of such time and the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Selling Shareholder in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Selling Shareholder shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of such time and the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Selling Members in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Selling Members shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The ------------------------------------------ representations and warranties of the Company and the Principal Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of the Effective Time and the Company and the Principal Shareholders shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each them as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company (as modified by the Disclosure Schedule) in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) the Company shall have performed warranties were made on and complied in all material respects with all covenants, obligations and conditions as of this Agreement required to be performed and complied with by each of them prior to the Effective Time., the Company shall

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing DateEffective Time, except for changes contemplated by this Agreement and except for those representations and warranties which address matters only as of a particular date (iiwhich shall remain true and correct as of such particular date) with the same force and effect as if made on and as of the Effective Time and 41 the Company shall have performed and complied with in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. (i) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Datedate of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of a specified date, in which case as of such date) and (ii) the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of under this Agreement required to be performed and complied with by each it as of them prior to the Effective TimeClosing.

Representations, Warranties and Covenants. (i) The representations and warranties of the Company and the Company Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Company Shareholders shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations ----------------------------------------- and warranties of the Company and the Principal Shareholder in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of the Effective Time and the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations ----------------------------------------- and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of the Effective Time and the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing DateEffective Time as though such representations and warranties were made on and as of such time, and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations oBIABigations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations ----------------------------------------- and warranties of the Company in this Agreement shall be true and correct in all material respects (except for on and as of the Effective Time as though such representations and warranties that are qualified by their terms by a reference were made on and as of such time (except to materiality or material adverse effectthe extent such representations specifically related to an earlier date, in which case such representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Datesuch earlier date), and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The Each of the representations and warranties of made by the Company in or pursuant to this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Datesuch date as if made on and as of such date, and (ii) the Company shall have performed and complied be in compliance in all material respects with all covenants, obligations and conditions of its covenants under this Agreement required to be performed on and complied with by each as of them prior to the Effective Timesuch date.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for on and as of the Effective Time as though such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effectwere made on and as of such time, which except for those representations and warranties which address matters only as so qualified of a particular date (which shall be true and correct in all respects) both when made and on and only as of such date) and such inaccuracies as individually or in the Closing Dateaggregate would not have a Material Adverse Effect on the Company, and (ii) the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each the Company as of them prior to the Effective Time.

Representations, Warranties and Covenants. The (i) Each of the representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effectmateriality, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and warranties were made on and as of such time and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and (ii) warranties were made on and as of the Effective Time and the Company shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each them as of them prior the Effective Time except to the Effective Timeextent that any such non-compliance or inaccuracy would not result in a Company Material Adverse Effect.

Representations, Warranties and Covenants. The All representations and warranties of each of the Company or Xxxxxxxxx contained in this Agreement shall be true and correct in all material respects (except for such with respect to representations and warranties that which are qualified by their terms by a reference as to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respectscorrect) both when made and on as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, and (ii) the Company shall have performed all agreements and complied in all material respects with all covenants, obligations and conditions of this Agreement covenants required hereby to be performed and complied with by each any of them prior to or at the Effective TimeClosing Date.

Representations, Warranties and Covenants. The representations and warranties of the Company and the Principal Shareholders (as modified by the Disclosure Schedule) in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and warranties were made on and as of the Effective Time (ii) except to the extent such representations and warranties have been modified by actions of the Company not prohibited by Section 4.1) and the Company and the Principal Shareholders shall have performed and complied in all material respects with all covenants, covenants and obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.. (b)

Representations, Warranties and Covenants. (i) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effectmateriality, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, Effective Time as though such representations and warranties were made on and as of such time and (ii) the Company shall have performed and complied in all 41 material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each it as of them prior to the Effective Time.

Representations, Warranties and Covenants. The representations and warranties of the Company and Mathur in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effectMaterial Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Effective Date, ; and (ii) the Company and the Exchanging Shareholders shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective TimeDate.