Common use of Covenants and Representations and Warranties Clause in Contracts

Covenants and Representations and Warranties. Trillium shall have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date except if the failure to comply with such obligation, covenant or agreement would not significantly delay or impeded completion of the Transaction or the ability of Trillium to complete the Transaction and shall not be in material default of any covenant contained herein and the representations and warranties of Trillium in sections 3.1 and 3.3 shall be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties that represent and warrant facts or information as at a specific or particular date, which representations and warranties shall truly and correctly represent such facts or information as at such date), except (i) as affected by transactions, changes, conditions, events or circumstances contemplated or permitted by this Agreement, or (ii) for breaches of representations and warranties which in the aggregate do not have a Material Adverse Effect on Trillium or prevent or materially delay or impede the consummation of the Transaction or the ability of Trillium to complete the Transaction and Stem Cell and Acquisitionco shall have received a certificate of Trillium addressed to Stem Cell and Acquisitionco and dated the Effective Date, signed by the Chief Executive Officer of Trillium (on behalf of Trillium and without personal liability) certifying the foregoing;

Covenants and Representations and Warranties. Trillium Stem Cell and Acquisitionco shall have complied in all material respects with its their respective obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date Time except if the failure to comply with such obligation, covenant or agreement would not significantly delay or impeded impede completion of the Transaction or the ability of Trillium Stem Cell or Acquisitionco to complete the Transaction and shall not be in material default of any covenant contained herein and the representations and warranties of Trillium Stem Cell in sections 3.1 and 3.3 3.2 shall be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties that represent and warrant warrants facts or information as at a specific or particular date, which representations and warranties shall truly and correctly represent such facts or information as at such of that date), except except: (ia) as affected by transactions, changes, conditions, events or circumstances contemplated or permitted by this Agreement, or or (iib) for breaches of representations and warranties which in the aggregate do not have a Material Adverse Effect on Trillium Stem Cell or prevent or materially delay or impede the consummation of the Transaction or the ability of Trillium Stem Cell of Acquisitionco to complete the Transaction Transaction, and Stem Cell and Acquisitionco Trillium shall have received a certificate of Trillium addressed to Stem Cell and Acquisitionco addressed to Trillium and dated the Effective Date, signed by the Chief Executive Officer Chairman of Trillium Stem Cell (on behalf of Trillium Stem Cell and Acquisitionco and without personal liability) certifying the foregoing;