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

ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Purchaser’s representations and warranties in Article 4 shall be true and correct as of the Closing Date (unless such representation or warranty is made as of a particular date in which case such representation or warranty will be considered only as of such particular date), except to the extent that the failure of such representations and warranties to be true and correct as aforesaid when taken in the aggregate would not prevent or have a material adverse effect on the Purchaser’s ability to perform its obligations under the Transaction Documents, provided that if any portion of any representation or warranty is already qualified by materiality or material adverse effect, for purposes solely of determining whether this first sentence of Section 7.2(a) has been satisfied, all such materiality and material adverse effect qualifiers shall be disregarded. Purchaser shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by Purchaser on or prior to the Closing. Purchaser shall have furnished Seller with a certificate of an officer of Purchaser, dated as of the Closing Date, certifying to the fulfillment of the foregoing conditions (the “Purchaser Bring-Down Certificate”).

ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. Purchaser’s (a) Each of the representations and warranties made by Buyer in Article 4 this Agreement shall be true and correct in all material respects on and as of the Closing Date date hereof (unless such representation or warranty is made given as of a particular date in which case such representation or warranty will be considered only as of such particular date)) and at and as of the Closing Date; provided, except to however, that, for purposes of determining the extent that the failure accuracy of such representations and warranties, all representations and warranties to made by Buyer in this Agreement that are qualified by materiality shall be true and correct in all respects at and as aforesaid when taken in of the aggregate would not prevent or have a material adverse effect on the Purchaser’s ability to perform its obligations under the Transaction Documents, provided that if any portion of any representation or warranty is already qualified by materiality or material adverse effect, for purposes solely of determining whether this first sentence of Section 7.2(aClosing Date. (b) has been satisfied, all such materiality and material adverse effect qualifiers shall be disregarded. Purchaser Buyer shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by Purchaser it on or prior to the Closing. Purchaser ; provided, however, that for purposes of determining Buyer's compliance with such agreements and covenants, such agreements and covenants that are qualified by materiality shall have been complied with in all respects on or prior to Closing. (c) Seller shall have been furnished Seller with a certificate of an officer of PurchaserBuyer, dated as of the Closing DateClosing, certifying to the fulfillment of the foregoing conditions (the “Purchaser Bring-Down Certificate”)conditions.

ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. PurchaserSeller’s representations and warranties in Article 4 3 shall be true and correct as of the Closing Date (unless such representation or warranty is made as of a particular date in which case such representation or warranty will be considered only as of such particular date), except to the extent that the failure of such representations and warranties to be true and correct as aforesaid when taken in the aggregate would not prevent or have a material adverse effect on the Purchaser’s ability to perform its obligations under the Transaction DocumentsMaterial Adverse Effect, provided that if any portion of any representation or warranty is already qualified by materiality or material adverse effect, for purposes solely of determining whether this first sentence of Section 7.2(a7.1(a) has been satisfied, all such materiality and material adverse effect qualifiers shall be disregarded. Purchaser Seller shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement and each other Transaction Document to be performed or complied with by Purchaser Seller on or prior to the Closing. Purchaser Seller shall have furnished Seller Purchaser with a certificate of an officer of PurchaserSeller, dated as of the Closing Date, certifying to the fulfillment of the foregoing conditions (the “Purchaser Seller Bring-Down Certificate”).