Common use of Representations and Warranties and Covenants of Buyer Clause in Contracts

Representations and Warranties and Covenants of Buyer. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, when made and at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Seller shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to such effect; and (b) Buyer shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Seller shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to such effect.

Representations and Warranties and Covenants of Buyer. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law): (ai) The representations and warranties of Buyer set forth contained (A) in this Agreement qualified as to materiality shall be true Section 3.3(b) and correct, and those not so qualified Section 3.3(h) shall be true and correct as of such specified date) and (B) in all material respectsSection 3.3 (other than those representations and warranties specified in clause (A) above), when made without giving effect to any materiality qualifications, therein, shall be true and at and correct as of the Closing Date as though made on and as of the Closing Date, Date (except to the extent such for representations and warranties that expressly relate to speak as of an earlier date (in date, which case such representations and warranties qualified as to materiality shall be true and correctas of such specified date), and those not so qualified shall except for such failures to be true and correct as would not in all material respects, on and as the aggregate prevent or materially impair or delay consummation by Buyer of such earlier date), and the Seller shall have received a certificate signed transactions contemplated by an authorized officer of Buyer, dated the Closing Date, to such effect; andthis Agreement; (bii) Buyer shall have performed and complied in all material respects with all performed the obligations and complied with the covenants required by this Agreement to be performed or complied with by Buyer on it at or prior to the Closing Dateor, and the Seller if Buyer shall have received failed to so perform such obligations or comply with such covenants, such failures shall have been cured; and (iii) Buyer shall have delivered to Seller a certificate signed by an authorized officer of Buyer, dated the Closing Date, Date to such effectthe effect of the foregoing clauses (i) and (ii) above.

Representations and Warranties and Covenants of Buyer. (i) The obligations representations and warranties of the Seller to consummate the transactions contemplated by Buyer contained in this Agreement are subject to (other than the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer set forth in this Agreement qualified Section 4.1 (Due Organization and Good Standing) and Section 4.2 (Authorization of Transactions)), without giving effect to any qualification as to materiality or words of similar import, shall be true and correctcorrect in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and those correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not so qualified have a material adverse effect on Buyer’s ability to consummate the Transactions; and the representations and warranties of Buyer set forth in Section 4.1 (Due Organization and Good Standing) and Section 4.2 (Authorization of Transactions), without giving effect to any qualification as to materiality or words of similar import, shall be true and correct in all material respects, when made and at and respects as of the Closing Date with the same effect as though made on the Closing Date, at and as of such date (except to the extent such those representations and warranties expressly relate to an earlier date (in that address matters only as of a specified date, which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and respects as of such earlier that specified date), and the Seller shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to such effect; and (bii) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by Buyer on or it prior to or on the Closing Date, ; and the Seller (iii) Buyer shall have received delivered to the Sellers a certificate certificate, dated the Closing Date and signed by an a duly authorized officer of Buyer, dated that each of the Closing Date, to such effectconditions set forth in clauses (i) and (ii) have been satisfied.

Representations and Warranties and Covenants of Buyer. (i) The obligations representations and warranties of the Seller to consummate the transactions contemplated by Buyer contained in this Agreement are subject to (other than the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer set forth in this Agreement qualified Section 4.1 (Due Organization and Good Standing) and Section 4.2 (Authorization of Transactions)), without giving effect to any qualification as to materiality or words of similar import, shall be true and correctcorrect in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and those correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not so qualified have a material adverse effect on Buyer’s ability to consummate the Transactions; and the representations and warranties of Buyer set forth in Section 4.1 (Due Organization and Good Standing) and Section 4.2 (Authorization of Transactions), without giving effect to any qualification as to materiality or words of similar import, shall be true and correct in all material respects, when made and at and respects as of the Closing Date with the same effect as though made on the Closing Date, at and as of such date (except to the extent such those representations and warranties expressly relate to an earlier date (in that address matters only as of a specified date, which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and respects as of such earlier that specified date), and the Seller shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to such effect; and; (bii) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by Buyer on or it prior to or on the Closing Date, and the Seller ; and (iii) Buyer shall have received delivered to the Sellers a certificate certificate, dated the Closing Date and signed by an a duly authorized officer of Buyer, dated that each of the Closing Date, to such effectconditions set forth in clauses (i) and (ii) have been satisfied.

Representations and Warranties and Covenants of Buyer. The obligations (i) At the Closing, (A) the Buyer Fundamental Representations shall be true and correct in all material respects (provided that if such Buyer Fundamental Representation is subject to a materiality threshold, such Buyer Fundamental Representation shall be true and correct in all respects) as though made at and as of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions Date (any or all of which may be waived by the Seller in whole or in part except that to the extent permitted by applicable Law): such Buyer Fundamental Representations expressly relate to a specified date, such Buyer Fundamental Representation shall be true as of such specified date), and (aB) The the representations and warranties of Buyer set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified other than the Buyer Fundamental Representations shall be true and correct in all (without giving effect to any “materiality” or “material respects, when adverse effect” qualifiers set forth therein) as though made and at and as of the Closing Date as though made on the Closing Date, (except that to the extent such representations and warranties expressly relate to an earlier date (in which case a specified date, such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier specified date), except to the extent that breaches thereof have not had, and would not reasonably be expected to have, individually or in the Seller shall have received aggregate, a certificate signed by an authorized officer of material adverse effect on Buyer, dated ’s ability to consummate the Closing Date, to such effect; andtransactions contemplated hereby; (bii) Buyer shall have performed and complied in all material respects with performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by Buyer on it at or prior to the Closing Date, and the Seller Closing; and (iii) Buyer shall have received delivered to Seller a certificate of Buyer signed by an authorized officer of Buyer, dated as of the Closing Date, to such effectthat the conditions set forth in Section 7.3(a)(i) and Section 7.3(a)(ii) have been satisfied.