Common use of Accuracy of Representations and Warranties; Performance of Obligations Clause in Contracts

Accuracy of Representations and Warranties; Performance of Obligations. The Fundamental Representations of Buyer set forth in Article IV shall be true and correct, except for de minimis inaccuracies, as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date, except for such representations made as of an earlier date or time, which need be true and correct only as of such earlier date or time. The representations and warranties of Buyer (other than the Fundamental Representations) set forth in Article IV shall be true and correct in all respects (without giving effect to any limitation indicated by the words “material adverse effect,” “in all material respects,” “material,” or “materiality”) as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer by the Effective Time, except (a) for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time) and (b) for breaches of such representations and warranties that, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. #88810454v1 Buyer shall have delivered to Parent a certificate dated the Closing Date and signed by an officer of Buyer in the officer’s capacity as such confirming the foregoing in this Section 7.1.

Accuracy of Representations and Warranties; Performance of Obligations. The Fundamental Representations of Buyer set forth in Article IV shall be true and correct, except for de minimis inaccuracies, as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date, except for such representations made as of an earlier date or time, which need be true and correct only as of such earlier date or time. The representations and warranties of Buyer (other than the Fundamental Representations) Seller set forth in Article IV this Agreement shall be true and correct in all material respects (without giving effect to any limitation indicated by the words “material adverse effect,” “in all material respects,” “material,” or “materiality”) as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, and Buyer Seller shall have performed or complied in all material respects with all obligations and covenants and agreements required by this Agreement to be performed or complied with by Buyer Seller by the Effective Timetime of the Closing, except (a) for representations and warranties that speak as of a specific date or time (which need only be true and correct only as of such date or time) and ), (b) for breaches of such representations and warranties that, in the aggregate, would not have a Material Adverse Effect, except for (i) those representations and warranties that are qualified by materiality or Material Adverse Effect shall be true at and as of the Closing Date as if made at and as of such date, and (ii) that are not qualified by materiality or Material Adverse Effect shall be true in all material adverse effect on Buyer’s ability to consummate respects at and as of the transactions contemplated hereby. #88810454v1 Buyer Closing Date as if made at and as of such time, and (c) those obligations and covenants that are qualified by materiality or Material Adverse Effect shall have been performed or complied with as of the Closing Date as if performed or complied with as of such date; and Seller shall have delivered to Parent Buyer a certificate dated the Closing Date and signed by an officer of Buyer Seller in the officer’s capacity as such confirming the foregoing in this Section 7.1foregoing.

Accuracy of Representations and Warranties; Performance of Obligations. The Fundamental Representations of Buyer set forth in Article IV shall be true and correct, except for de minimis inaccuracies, as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date, except for such representations made as of an earlier date or time, which need be true and correct only as of such earlier date or time. The representations and warranties of Buyer (other than the Fundamental Representations) set forth in Article IV shall be true and correct in all respects (without giving effect to any limitation indicated by the words “material adverse effect,” “in all material respects,” “material,” or “materiality”) as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, and Buyer shall have performed or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer by the Effective Time, except (a) for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time) and (b) for breaches of such representations and warranties that, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. #88810454v1 Buyer shall have delivered to Parent a certificate dated the Closing Date and signed by an officer of Buyer in the officer’s capacity as such confirming the foregoing in this Section 7.1.