Common use of ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT Clause in Contracts

ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Each of the representations and warranties made by any Seller in (i) the first sentence of Section 7.02, (ii) the last sentence of Section 7.06(a), (iii) Sections 7.07(a) and (b) (but only as they relate to FCC Authorizations) and (iv) Sections 7.14(a) and (b) shall be true and correct in all material respects on and as of the date hereof (unless such representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date), provided, however, that for purposes of determining the accuracy of such representations and warranties, such representations and warranties that are qualified by Seller Material Adverse Effect or other materiality qualifications shall be true and correct in all respects at and as of the date hereof. Each of the representations and warranties made by any Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date (unless any representation or warranty is given as of a particular date in which case such representation or warranty will be considered only as of such particular date), provided, however, that for purposes of determining the accuracy of such representations and warranties, all representations and warranties made by any Seller in this Agreement that are qualified by Seller Material Adverse Effect or other materiality qualifications shall be true and correct in all respects at and as of the Closing Date. Sellers shall have complied with and performed all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by any of them on or prior to the Closing. Purchaser shall have been furnished with a certificate of an officer of each Seller, dated as of the Closing Date, certifying to the fulfillment of the foregoing conditions. As used in this Agreement, the term "SELLER MATERIAL ADVERSE EFFECT" means a material adverse effect on the business, assets, Liabilities, properties, condition (financial or otherwise), or results of operations of the Seller Business or the Purchased Assets taken as a whole; PROVIDED, HOWEVER, that neither (a) the effects of any events, circumstances or conditions resulting from changes, developments or circumstances in worldwide or national conditions (political, economic, or regulatory) that adversely affect generally the market where the Cellular System is operated or affect generally industries engaged in the telecommunications business (including proposed legislation or regulation by any governmental or regulatory body or the introduction of any technological changes in the telecommunications industry), nor (b) any effects of competition resulting from the offering of personal communication services or other wireless telecommunications services, will constitute a Seller Material Adverse Effect.