Common use of Representations, Warranties and Covenants Clause in Contracts

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer and Parent contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer and Parent shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Sellers and the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Sellers and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at (or, to the extent such representations and as of the date of this Agreement and at warranties are qualified by materiality, in all respects) on and as of the Closing Date, except in each case with the same force and effect as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required had been made or permitted given on and as of the Closing Date; and each and all of the agreements and covenants of Buyer to be changed performed or complied with by Buyer on or before the terms hereof, and Buyer Closing Date pursuant to this Agreement shall have been performed and satisfied or complied with in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All The (i) representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except as and to the extent that the facts (ii) covenants and conditions upon which such representations and warranties are based are expressly required or permitted agreements of Buyer to be changed by performed on or before the terms hereof, and Buyer Closing Date in accordance with this Agreement shall have been duly performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Seller and the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at (except with respect to representations and warranties which are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct) as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained made by Seller and the Company in this Agreement shall be true substantially true, correct and correct complete in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date with the same force and effect as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed had been made on and as of such time, except for changes contemplated by this Agreement. Seller and the terms hereof, and Buyer Company shall have substantially performed and satisfied in all material respects all agreements of the covenants, acts and covenants required hereby undertakings to be performed by it Seller and/or the Company on or prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained made in this Agreement shall in all material respects be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing DateDate with the same force and effect as if made on and as of that date, except as for changes contemplated, permitted or required by this Agreement. All of the terms, covenants, conditions and agreements to be complied with and performed by Buyer on or prior to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Closing shall have performed and satisfied in all material respects all agreements and covenants required hereby to be have been complied with or performed by it prior to or on the Closing Datethereby.

Representations, Warranties and Covenants. All representations and warranties of Buyer Sellers contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Sellers shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained made in this Agreement shall (disregarding all materiality qualifications contained herein) will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, Date as if made on the Closing Date (except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted relate to be changed by the terms hereofan earlier date, in which case such representations and Buyer warranties shall have performed been true and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Datecorrect as of such earlier date).

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations ----------------------------------------- and warranties of Buyer Buyers contained in this Agreement shall be true and correct in all material respects (except those representations and warranties which are qualified by materiality, which shall be true and correct in all respects) at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and each Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date. Each Buyer shall have delivered to Seller a certificate dated the Closing Date to such effect.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, of this Agreement and Buyer Seller shall have performed and satisfied or caused to be performed in all material respects all agreements and covenants required hereby by this Agreement to be performed or caused to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as though given on and to the extent that the facts and conditions upon which as of such representations and warranties are based are expressly required or permitted to be changed by the terms hereofdate, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on the Closing Date, and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Buyer.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at on and as of the date of this Agreement Execution Date and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be changed by the terms hereof, true and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby correct with respect to be performed by it prior to or on the Closing Datesuch specified date).

Representations, Warranties and Covenants. All representations and warranties of Buyer BUYER contained in this Agreement shall will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer shall BUYER will have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted were made on and as of such time (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be changed by the terms hereoftrue and correct in all material respects as of such earlier date), and Buyer shall have performed and satisfied in complied with all material respects all agreements covenants, obligations and covenants conditions of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer SELLER contained in this Agreement shall will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer shall SELLER will have performed and satisfied in all material respects or caused to be performed all agreements and covenants required hereby by this Agreement to be performed or caused to be performed by it SELLER prior to or on at the Closing Date.

Representations, Warranties and Covenants. All of Buyer's representations and warranties of Buyer contained made in this Agreement and in the Buyer's Deliveries shall be true true, correct and correct complete in all material respects at and as of the date of this Agreement and at Effective Date and as of the Closing Date, except Date (without amendment) as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and if then made. Buyer shall have performed all of its covenants and satisfied other obligations under this Agreement in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties made by each of Buyer Seller and the Indemnifying Shareholders contained in this Agreement shall be true and correct in all material respects at on the date hereof and as of the date of this Agreement Closing Date as though such representations and at and warranties were made as of the Closing Date, except as and to each of Seller and the extent that Indemnifying Shareholders shall have duly performed or complied with all of the facts covenants, obligations and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or complied with by it them under the terms of this Agreement on or prior to or on the Closing DateClosing.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and Date (in each case without giving effect to the extent that the facts and conditions upon which such representations and warranties are based are expressly required materiality qualifications or permitted to be changed by the terms hereof, material adverse effect qualifications) and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it Buyer prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, Date as though made on the Closing Date except as and to the extent that the facts any such representation and conditions upon warranty refers to a specific date, in which such representations case it shall be true and warranties are based are expressly required or permitted to be changed by the terms hereofcorrect in all material respects as and as of said date, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as Date and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Sellers and the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Sellers and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements agree- ments and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller and the Shareholder contained in this Agreement shall will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, of this Agreement and Buyer shall Shareholder and Seller each will have performed and satisfied in all material respects or caused to be performed all agreements and covenants required hereby by this Agreement to be performed or caused to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofClosing, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it Buyer prior to or on the Closing DateClosing.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, Date as though made on the Closing Date except as and to the extent that the facts any such representation and conditions upon warranty refers to a specific date, in which such representations case it shall be true and warranties are based are expressly required or permitted to be changed by the terms hereofcorrect in all material respects as and as of said date, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.. 44

Representations, Warranties and Covenants. All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of on the date of this Agreement hereof and at and as of the Closing Date, except Date with the same effect as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, had been made again at and as of such date. Buyer shall have performed all obligations and satisfied in complied with all material respects all agreements and covenants required hereby by this Agreement to be performed or complied with by it on or prior to or on the Closing. Seller shall have received from Buyer a certificate dated the Closing DateDate to the foregoing effect.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as as, and to the extent that that, the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall will be true and correct in all material respects (except those representations and warranties that are qualified by materiality, which will be true and correct in all respects) at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent Date (it being understood that the facts and conditions upon which such representations and warranties are based are expressly required that speak as of a specific date or permitted to time need only be changed by the terms hereoftrue and correct as of such date or time), and Buyer shall will have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as though given on and to the extent that the facts and conditions upon which as of such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, date and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on the Closing Date, and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Buyer.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have A-29 performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Buyer, Nextera and Holdings contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer each of Buyer, Nextera and Holdings shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained Seller in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, were made on and Buyer as of such date and Seller shall have performed and satisfied in complied with all material respects all agreements covenants, obligations and covenants conditions of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at both when made and as of the Closing Date, except or in the case of representations and warranties that are made as and to the extent that the facts and conditions upon which of a specified date, such representations and warranties are based are expressly required or permitted to shall be changed by the terms hereof, true and correct as of such specified date. The Buyer shall have performed and satisfied in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required hereby by this Agreement to be performed or complied with by it prior to or on at the Closing DateClosing.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, Date except as and to the extent that the facts and conditions upon which such for representations and warranties are based are expressly required that speak as of a specific date or permitted to time (which need only be changed by the terms hereoftrue and correct as of such date or time), and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Buyers contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofEffective Time, and Buyer Buyers shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing DateClosing.

Representations, Warranties and Covenants. All of the representations and warranties of Buyer the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofmade only as of an earlier date, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.which case as of such earlier date; and

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of made by Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, Date as if made on and as of that date (except as and to the extent that they expressly relate to an earlier time, in which case they shall have been true and correct only as of such earlier time). All of the facts terms, covenants and conditions upon which such representations and warranties are based are expressly required or permitted to be changed complied with or performed by Buyer under this Agreement on or prior to the terms hereof, and Buyer Closing Date shall have been complied with or performed and satisfied by Buyer in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer contained in this Agreement shall be true and correct in all material respects (except those representations and warranties which are qualified by materiality, which shall be true and correct in all respects) at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date. Buyer shall have delivered to Seller and the Shareholders a certificate dated the Closing Date to such effect.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, were made on and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Dateas of such date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Sellers contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such for those representations and warranties are based are expressly required or permitted to be changed by the terms hereofwhich address matters only as of a particular date (which shall remain true and correct as of such date), and Buyer Sellers shall have performed and satisfied in all material respects all agreements and covenants in a timely manner required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except for those that expressly relate to a particular date. which shall be true and correct in all material respects as and to the extent that the facts and conditions upon which of such representations and warranties are based are expressly required or permitted to be changed by the terms hereofdate, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it on or prior to or on the Closing Date.

Representations, Warranties and Covenants. All (i) The representations and warranties of Buyer contained in this Agreement shall have been true and correct on the date they were made and shall be true and correct in all material respects at and (without giving effect to any limitation as of the date of this Agreement and at to "materiality" set forth therein) on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereofwere made on and as of such time, and (ii) Buyer shall have performed and satisfied complied in all material respects with all agreements covenants and covenants obligations under this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at respects, except for any such representations or warranties which are qualified by materiality or Material Adverse Effect which shall be true and correct in all respects, when made and on and as of the date of this Agreement Closing Date as if such representations and at warranties were made on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All ----------------------------------------- representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.the

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall shall, if qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects at and as of the date of this Agreement Closing Date as if such representations and warranties were made at and as of the Closing Date, except Date (and as and to though the extent that Closing Date were substituted for the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms date of this Agreement throughout Article 3 hereof, ) and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, were made on and as of such time and Buyer shall have performed and satisfied complied with all covenants, obligations and conditions of this Agreement in all material respects all agreements and covenants required hereby to be performed and complied with by it prior to or on as of the Closing Date.. (b)

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in or made pursuant to this Agreement and in any schedule, instrument, certificate, agreement or document delivered pursuant to this Agreement shall be true true, correct and correct complete in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, Date with the same force and effect as though made on and as of the Closing Date except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.expressly

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as though given on and to the extent that the facts and conditions upon which as of such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, date and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at on and as of the date of this Agreement Closing Date with the same force and at effect as though made on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and . Buyer shall have performed and satisfied in complied with all material respects all covenants and agreements and covenants required hereby by this Agreement to be performed or complied with by it on or prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date (and such representations and warranties shall be deemed to be repeated by Buyer at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof), and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All ----------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects (provided that any representation or warranty of Seller contained in this Agreement that is qualified by a materiality standard or a Material Adverse Effect qualification shall not be further qualified hereby) at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer . Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date (and such representations and warranties shall be deemed to be repeated by Buyer at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof), and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing DateClosing.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at both on and as of the date of this Agreement and at on and as of the Closing Date (with the same force and effect as though made anew on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof), and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby contained in this Agreement to be performed or complied with by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date hereof, and, except as otherwise contemplated by this Agreement, as of this Agreement the Closing Date as if such representations and at warranties were made on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements agreements, covenants and covenants conditions required hereby by this Agreement to be performed by it on or prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as as, and to the extent that that, the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of the Buyer contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which if made on such representations and warranties are based are expressly required or permitted to be changed by the terms hereofdate, and Buyer shall have performed all obligations and satisfied in complied with all material respects all agreements and covenants required hereby by this Agreement to be performed or complied with by it Buyer on or prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date. Buyer shall have delivered to Seller a certificate dated the Closing Date to such effect.

Representations, Warranties and Covenants. All representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at (except with respect to representations and warranties which are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct) as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Sellers and the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Sellers and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at without regard to any qualification as to materiality contained in such representation or warranty on and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required were made on and as of such time (except for such representations and warranties that speak specifically as of the date hereof or permitted to as of another date, which shall be changed by the terms hereof, true and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Datecorrect as of such date).

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained Seller in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at correct, on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, were made on and Buyer as of such date and Seller shall have performed and satisfied complied in all material respects with all agreements covenants, obligations and covenants conditions of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer shall will have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer and Guarantor contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the E-44 terms hereof, and Buyer shall have performed and satisfied in all material respects all obligations, agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller and the Shareholder contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller and the Shareholder shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such for those representations and warranties are based are expressly required or permitted to be changed by the terms hereofwhich address matters only as of a particular date (which shall remain true and correct as of such date), and Buyer shall have performed and satisfied in all material respects all agreements and covenants in a timely manner required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby requirements to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer and Parent contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at on and as of the date of this Agreement Execution Date and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be changed by the terms hereof, true and Buyer shall have performed and satisfied correct in all material respects all agreements on and covenants required hereby to be performed by it prior to or on the Closing Dateas of such specified date).

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be were true and correct in all material respects at on and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, Option Date and Buyer shall have performed and satisfied in complied with all material respects all agreements covenants, obligations and covenants conditions of this Agreement required hereby to be performed and complied with by it prior to or on them as of the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller and the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date (and such representations and warranties shall be deemed to be repeated by Buyer at and as of the Closing Date), except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All (i) The representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at on and as of the date of this Agreement and at and Closing Date as though made as of the Closing Date, except as and to (ii) the extent that the facts covenants and conditions upon which such representations and warranties are based are expressly required or permitted agreements of Seller to be changed by performed on or before the terms hereof, and Buyer Closing Date in accordance with this Agreement shall have been duly performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required 36 hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, were made on and as of such date and Buyer shall have performed and satisfied complied in all material respects with all agreements covenants, obligations and covenants conditions of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.