Common use of Accuracy of Seller’s Representations and Warranties Clause in Contracts

Accuracy of Seller’s Representations and Warranties. Each of the representations and warranties made by Seller in Article III are true and correct in all respects on and as of the Firm Date with the same force and effect as though made by Seller on and as of the Firm Date (except for representations and warranties made as of a specified date, which shall be true and correct as of that date), except (a) to the extent that the failure of such representations and warranties (other than Fundamental Seller Representations) to be true and correct would not, individually or in the aggregate, have a Seller Material Adverse Effect, and (b) the Fundamental Seller Representations must be true and correct in all respects.‌