Common use of Representations and Warranties Accurate Clause in Contracts

Representations and Warranties Accurate. (a) The Buyer Specified Representations shall be true and correct in all material respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), and (b) the remaining representations and warranties of the Buyer contained in Article 6 shall be true and correct in all respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), except where the failure of such representations and warranties referenced in this clause (b) to be so true and correct has not had, and would not reasonably be expected to have, a Buyer Material Adverse Effect.

Representations and Warranties Accurate. The representations and warranties of the Buyer (ai) The Buyer Specified Representations with respect to 6.1 (Organization), 6.2(a) (Capitalization), 6.3 (Binding Obligation) and 6.10 (Brokers) shall be true and correct in all material respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) as of the Closing Date as though made on date of this Agreement and as of the Closing Date Date, as if made as of such date (except for such those representations and warranties expressly stated to relate to which address matters only as of an earlier date, in date which case, shall have been true and correct as of such earlier date), and (bii) each of the remaining other representations and warranties of the Buyer contained in Article 6 shall be true and correct in all respects (without giving effect to any exception or qualification contained therein relating to materiality or a Buyer Material Adverse Effect qualification set forth thereinEffect) as of the Closing Date as though made on date of this Agreement and as of the Closing Date Date, as if made as of such date (except for such those representations and warranties expressly stated to relate to which address matters only as of an earlier date, in date which case, shall have been true and correct as of such earlier date), except in the case of this clause (ii) where the failure of such representations and warranties referenced in this clause (b) to be so true and correct correct, individually or in the aggregate, has not had, and or would not be reasonably be expected to have, a Buyer Material Adverse Effect.

Representations and Warranties Accurate. The representations and warranties of the Company and the representations and warranties of the Sellers (ai) with respect to Sections 4.1 (Organization), 4.2 (Binding Obligations), 4.5 (The Buyer Specified Representations Shares), 5.1 (Organization and Qualification), 5.2(a) (Capitalization of the Company), 5.3(a) (Subsidiaries), 5.4 (Binding Obligation), and 5.18 (Brokers) shall be true and correct in all material respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) as of the Closing Date as though made on date of this Agreement and as of the Closing Date Date, as if made as of such date (except for such those representations and warranties expressly stated to relate to which address matters only as of an earlier date, in date which case, shall have been true and correct as of such earlier date), and (bii) each of the remaining other representations and warranties of the Buyer contained in Article 6 Company and of the Sellers shall be true and correct in all respects (without giving effect to any exception or qualification contained therein relating to materiality or Buyer a Material Adverse Effect qualification set forth thereinEffect) as of the Closing Date as though made on date of this Agreement and as of the Closing Date Date, as if made as of such date (except for such those representations and warranties expressly stated to relate to which address matters only as of an earlier date, in date which case, shall have been true and correct as of such earlier date), except in the case of this clause (ii) where the failure of such representations and warranties referenced in this clause (b) to be so true and correct correct, individually or in the aggregate, has not had, and or would not be reasonably be expected to have, a Buyer Material Adverse Effect.

Representations and Warranties Accurate. Each of the (ai) The Buyer Specified Seller Fundamental Representations shall be true and correct correct, in all material respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) each case on and as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), in all material respects, (ii) the representation and warranty contained in Section 5.8(b) shall be true and correct, on and as of the Closing Date as though made on and as of the Closing Date, in all respects and (biii) the remaining other representations and warranties of the Buyer Seller, the Guarantor and the Company contained in Article 6 4 and Article 5 shall be true and correct in all respects (without giving effect disregarding any qualification as to any materiality “materiality” or Buyer “Company Material Adverse Effect qualification set forth therein) Effect” (or similar concept)), in each case on and as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), except where in all respects; provided, however, that clause (iii) of this condition shall be considered satisfied unless the failure of such representations and or warranties referenced in this clause (b) to be so true and correct correct, has not had, and had or would not reasonably be expected to have, individually or in the aggregate, a Buyer Company Material Adverse Effect.

Representations and Warranties Accurate. (a) The Buyer Specified representation and warranty contained in Section 5.21(b) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, (b) the Fundamental Representations shall be true and correct in all material respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), and (bc) the remaining representations and warranties of the Buyer Seller and the Company contained in Article 6 4 and Article 5 shall be true and correct in all respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), except where the failure of such representations and warranties referenced in this clause (bc) to be so true and correct has not had, and would not reasonably be expected to have, a Buyer Material Adverse Effect.

Representations and Warranties Accurate. (a) The Buyer Specified Fundamental Representations contained in Article 5 (i) to the extent qualified by “materiality”, shall be true and correct in all respects and (ii) otherwise, shall be true and correct in all material respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) respects, in each case on and as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, on and as of such earlier date), ; and (b) the remaining representations and warranties of the Buyer contained in Article 6 5 shall be true and correct in all respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification limitation as to “materiality” as set forth therein) ), in each case on and as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, on and as of such earlier date), except where for inaccuracies that would not, individually or in the failure of such representations and warranties referenced in this clause (b) to be so true and correct has not hadaggregate, and would not reasonably be expected to have, a Buyer Material Adverse Effectmaterially impair or materially delay Buyer’s ability to consummate the transactions contemplated hereby.

Representations and Warranties Accurate. (a) The Buyer Specified Fundamental Representations shall be true and correct in all material respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), and (b) the remaining representations and warranties of the Buyer contained in Article 6 5 shall be true and correct in all respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), except where the failure of such representations and warranties referenced in this clause (b) to be so true and correct has not had, and would not reasonably be expected to have, a Buyer Material Adverse Effect.

Representations and Warranties Accurate. Each of the representations and warranties of the Company contained in Article 4 (aother than Fundamental Representations and the representation of the Company in Section 4.21(a)) The Buyer Specified Representations shall be true and correct in all material respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification qualifiers set forth therein) as of the Closing Date as though made in all respects, in each case on and as of the Closing Date (except for such representations date hereof and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), on and (b) the remaining representations and warranties of the Buyer contained in Article 6 shall be true and correct in all respects (without giving effect to any materiality or Buyer Material Adverse Effect qualification set forth therein) as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), except where the failure of such representations and or warranties referenced in this clause (b) to be so true and correct has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. Each of the Fundamental Representations and the representation contained in Section 4.21(a) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties expressly stated to relate to a specific date, in which case such representations and warranties shall be true and correct in all respects on such earlier date), except, with respect to the first sentence of Section 4.2 only, for de minimis exceptions.