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

Accuracy of Representations and Warranties; Performance of Obligations. The representations and warranties of Parent set forth in this Agreement shall be true and correct in all material respects on the Closing Date, as though made on and as of the Closing Date, and Parent shall have performed in all material respects or complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by Parent by the time of the Closing, except (a) to the extent of changes or developments permitted by the terms of this Agreement, including those arising in the ordinary course of business to the extent they are conducted in accordance with Section 4.2, (b) for representations and warranties that speak as of a specific date or time (which need be true and correct only as of such date or time), (c) the representations and warranties set forth in Sections 3.1(e) shall be true and correct in all respects on the Closing Date (other than de minimis inaccuracies), and (d) for breaches that have been cured (including through the granting of a post-Closing indemnity for all damages related to such breaches); and Parent shall have delivered to Buyer a certificate dated the Closing Date and signed by an officer of Parent in the officer’s capacity as such confirming the foregoing.