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

Accuracy of Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement other than the Seller Fundamental Representations, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect, shall be true and correct, in each case on and as of the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the Company Entities, taken as a whole. (ii) The Seller Fundamental Representations shall be true and correct in all respects, other than de minimis inaccuracies, in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date).

Accuracy of Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement other than the Seller Fundamental RepresentationsRepresentations of Seller, disregarding all qualifications contained herein relating to materiality or Material Adverse EffectEffect (other than with respect to Section 3.6(b) and Section 3.8(iv)), shall be true and correct, in each case on and as of the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the Company Entities, taken as a whole. (ii; provided, that the representations and warranties set forth in Section 3.6(b) The Seller Fundamental Representations and Section 3.8(iv) shall be true and correct in all respects, other than de minimis inaccuracies, . (ii) The Fundamental Representations of Seller contained in this Agreement shall be true and correct in all material respects in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date).

Accuracy of Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement other than the Seller Fundamental RepresentationsRepresentations of Seller, disregarding all qualifications contained herein relating to materiality or Material Adverse EffectEffect (other than with respect to Section 3.7(f) and Section 3.8(c)), shall be true and correct, in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, except for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on with respect to the Company Entities; provided, taken as a whole. (iithat the representations and warranties set forth in Section 3.7(f) The Seller Fundamental Representations and Section 3.8(c) shall be true and correct in all respects. (ii) The Fundamental Representations of Seller contained in this Agreement shall be true and correct (excluding, other than in the case of Section 3.3, de minimis inaccuracies, errors) in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, except for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date).

Accuracy of Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement (other than the Seller Fundamental RepresentationsRepresentations and the representations and warranties contained in Section 3.8(a)), disregarding all qualifications contained herein relating to materiality or Material Adverse EffectEffect (other than with respect to Section 3.6), shall be true and correct, in each case on and as of the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date), except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the Company Entities, taken as a wholeEffect. (ii) The representations and warranties contained in Section 3.8(a) shall be true and correct in all respects on and as of the Closing Date. (iii) The Seller Fundamental Representations shall be true and correct in all respects, other than de minimis inaccuracies, in each case material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, except for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date), disregarding all qualifications contained herein relating to materiality or Material Adverse Effect.

Accuracy of Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement other than the Seller Fundamental RepresentationsRepresentations of Seller, disregarding all qualifications contained herein relating to materiality or Material Adverse EffectEffect (other than with respect to Section 3.8(c)), shall be true and correct, in each case on and as of the Closing Date (except, in either case, except for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier datedate (other than Section 3.8(c)) with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on with respect to the Company Entities; provided, taken as a whole. (iithat the representations and warranties set forth in Section 3.8(c) The Seller Fundamental Representations shall be true and correct in all respects, other than de minimis inaccuracies, . (ii) The Fundamental Representations of Seller contained in this Agreement shall be true and correct in all material respects in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, except for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date).

Accuracy of Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement (other than the Seller Fundamental Representations), disregarding all qualifications contained herein relating to materiality or Material Adverse Effect, shall be true and correct, in each case on and as of the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the Company Entities, taken as a whole. (ii) Effect. The Seller Fundamental Representations shall be true and correct in all respects, other than de minimis inaccuracies, in each case material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, except for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date).

Accuracy of Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement (other than the Seller Fundamental Representations) and the APA, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect, shall be true and correct, in each case on and as of the Closing Execution Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on the Company Entities, taken as a whole. (ii) The Seller Fundamental Representations shall be true and correct in all respects, other than de minimis inaccuracies, in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, except for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date), except to the extent that the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects (other than such failure to be true and correct that is de minimis in nature), in each case as of the Execution Date and on and as of the Closing Date with the same force and effect as though such Seller Fundamental Representations had been made on such date (except for such Seller Fundamental Representations which by their express provisions are made as of an earlier date, in which case, as of such earlier date).