Common use of Accuracy of Representations and Warranties of Seller Clause in Contracts

Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement (other than the Fundamental Representations of Seller) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date) other than for such failures to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) that have not had, individually or in the aggregate, a Material Adverse Effect. The Fundamental Representations of Seller shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date). Buyer shall have received a certificate signed on behalf of Seller by an authorized officer of Seller to such effect.

Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement and the other Transaction Documents (other than the Fundamental Representations of Selleri) shall be true and correct (without giving effect to any limitation that are qualified as to “materiality” or “Seller Material Adverse Effect” set forth therein) both as of the date of this Agreement shall be true, correct and accurate as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties are expressly made by their terms speak as of a specific an earlier date, in which case such representations and warranties they shall be so true true, correct and correct accurate as of such specific date); and (ii) other than for such failures to be true and correct (without giving effect to any limitation that are not qualified as to “materiality” or “Seller Material Adverse Effect” set forth therein) that have not had, individually or in the aggregate, a Material Adverse Effect. The Fundamental Representations of Seller shall be true and correct in all material respects both accurate as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties are expressly made by their terms speak as of a specific an earlier date, in which case they shall be accurate as of such date), except that any inaccuracies in such representations and warranties shall will be so true disregarded solely for purposes of this Section 7.3(a) (and correct not for any other purpose under this Agreement) if such inaccuracies, considered individually or in the aggregate, would not have a Seller Material Adverse Effect as of such specific date). Buyer the Closing Date; and Purchaser shall have received a certificate dated as of the Closing Date signed on behalf of Seller by an authorized officer of Seller to such effect.

Accuracy of Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement (other than the Fundamental Representations of Seller) that are qualified as to materiality shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both as and the representations and warranties of the date of this Agreement Seller that are not so qualified shall be true and as of the Closing Date correct in all material respects, in each case as though made on the Closing Date (Date, except to the extent such representations and warranties are expressly made by their terms speak as of a specific an earlier date, in which case such representations and warranties they shall be so true and correct, or true and correct in all material respects, as of such specific date) other than , except for such failures to be true and correct (other than such failures relating to Excluded Liabilities) (considered for this purpose only, and not for purposes of determining whether they are true and correct in the first instance, without giving effect regard to any limitation materiality qualifiers (other than dollar thresholds), such as to “materiality” "material" or “"Seller Material Adverse Effect” set forth " contained therein) that have not hadwhich (i) would not, individually or in the aggregate, have a Seller Material Adverse Effect. The Fundamental Representations of Seller shall be true Effect or (ii) arose through the conduct and correct in all material respects both as operation of the date of this Agreement Business in the ordinary course consistent with past practice; and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date). Buyer Purchaser shall have received a certificate signed on behalf of Seller by an authorized officer of Seller to such effect.