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 have been and be true and correct (without giving effect to any limitation as to “materiality”, “material”, “in all material respects” or “Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have a similar impact or effect, set forth therein) as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), other than for such failures to be true and correct (without giving effect to any limitation as to “materiality”, “material”, “in all material respects” or “Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have a similar impact or effect, set forth therein) that would not have, individually or in the aggregate, a Material Adverse Effect. The Fundamental Representations of Seller (other than the Fundamental Representation set forth in Section 4.4) shall have been and be true and correct as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date). The Fundamental Representations of Seller set forth in Section 4.4 (other than Section 4.4(c)) shall have been and be true and correct as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except as would be de minimis. The Fundamental Representations of Seller set forth in Section 4.4(c) shall have been and be true and correct as of the Agreement Date in all material respects. 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 (other than the Fundamental Representations of Seller) shall have been and be true and correct (without giving effect to any limitation as to “materiality”, “material”, “in all material respects” or “Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have a similar impact or effect, set forth therein) as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier datedate or, in the case of representations and warranties made in clause (iii)(B) of the first sentence of Section 4.4(b) or Section 4.21, in which case only as of the Agreement Date), other than for such failures to be true and correct (without giving effect to any limitation as to “materiality”, “material”, “in all material respects” or “Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have a similar impact or effect, set forth therein) that would not have, individually or in the aggregate, a Material Adverse Effect. The Fundamental Representations of Seller (other than the Fundamental Representation set forth in Section 4.44.15 (Sufficiency of Assets)) shall have been and be true and correct in all respects (other than de minimis inaccuracies) as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date). The Fundamental Representations of Seller set forth representation and warranty contained in Section 4.4 4.15 (other than Section 4.4(c)Sufficiency of Assets) shall have been and be true and correct in all material respects as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except without giving effect to the extent expressly made any limitation as of an earlier dateto “materiality”, in which case as of such earlier date)“material”, except as would be de minimis. The Fundamental Representations of Seller set forth in Section 4.4(c) shall have been and be true and correct as of the Agreement Date “in all material respects. Buyer shall ” or “Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have received a certificate signed on behalf of Seller by an authorized officer of Seller to such similar impact or effect, set forth therein).