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

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in this Agreement shall be true and correct (without giving effect to any materiality qualifiers therein) as of the Closing Date, as if made at and as of such date (except that those representations and warranties which are made as of a specific date shall be true and correct (without giving effect to any materiality qualifiers therein) only as of such date), except for such failures to be so true and correct as would not individually or in the aggregate materially impair Buyer’s ability to consummate the transactions contemplated by this Agreement; (ii) Buyer shall have performed and complied with in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing (including the obligations to be performed at Closing under Section 5.2(d)); and (iii) Buyer shall have delivered to Seller a certificate, dated as of the Closing and signed by a senior officer on behalf of Buyer, certifying to the effect that to such officer’s knowledge the conditions set forth in clauses (i) and (ii) of this Section 6.2(a) have been satisfied.

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in this Agreement Section 4.1 (Due Organization and Good Standing), Section 4.2 (Authorization of Transaction), Section 4.10 (Brokers’ Fees), and Section 4.11 (No Buyer Stockholder Vote Required) (collectively, the “Buyer Fundamental Representations”) shall be true and correct as of the Effective Time as though made on and as of the Effective Time. The representations and warranties of Buyer contained in Article IV of this Agreement (other than the Buyer Fundamental Representations), without giving effect to any materiality qualifiers or similar qualifications therein) as of the Closing Date, as if made at and as of such date (except that those representations and warranties which are made as of a specific date shall be true and correct as of the Effective Time as though made on and as of the Effective Time (without giving effect to any materiality qualifiers therein) only except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct as of such specified date), except for such failures to be so true and correct as have not materially impaired or delayed, and would not not, individually or in the aggregate aggregate, reasonably be expected to materially impair or delay, Buyer’s ability to consummate the transactions contemplated by this AgreementAgreement on a timely basis; (ii) Buyer shall have performed and complied with in all material respects with all of the obligations and covenants in this Agreement that Buyer is required by this Agreement to be performed perform or complied comply with by it at or prior to the Closing (including the obligations to be performed at Closing under Section 5.2(d))Effective Time; and (iii) Buyer shall have delivered to Seller a certificate, dated as of the Closing and signed by a senior officer on behalf certificate of Buyer, certifying dated the Closing Date, to the effect that to such officer’s knowledge of the conditions set forth in foregoing clauses (i) and (ii) of this Section 6.2(a) have been satisfied).

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer herein contained in this Agreement shall be true and correct (without giving effect to any materiality qualifiers therein) as of in all material respects at the Closing Date, Date with the same effect as if though made at and as of such date time (except that those representations and warranties which are any representation or warranty made as of a specific particular date shall be need only remain true and correct (without giving effect to any materiality qualifiers therein) only as of such date), ) except for where the failure of such failures representations and warranties to be so true and correct as of the Closing Date would not reasonably be expected to have, individually or in the aggregate materially impair Buyer’s ability aggregate, a Material Adverse Effect on Seller (determined without giving effect to consummate the transactions contemplated by this Agreement; any materiality standard or Material Adverse Effect qualifications in any such representations and warranties); (ii) Buyer shall have performed all obligations and complied with in all material respects with the obligations covenants and covenants conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date (including the obligations to provided that any obligation, covenant or condition of Seller contained herein that is qualified by a materiality standard shall not be performed at Closing under Section 5.2(d)further qualified hereby); and and (iii) Buyer shall have delivered to Seller a certificatecertificates of Buyer in form and substance reasonably satisfactory to Seller, dated as of the Closing Date and signed by a senior its chief executive officer on behalf of Buyerand chief financial officer, certifying to the effect that to such officerBuyer’s knowledge the conditions set forth in clauses (icompliance with Sections 7.3(a)(i) and (ii) of this Section 6.2(a) have been satisfied7.3(a)(ii).

Representations and Warranties and Covenants of Buyer. (i) The representations and warranties of Buyer contained in this Agreement Section 4.1, Section 4.2, Section 4.5(c) and Section 4.12 (collectively, the “Buyer Fundamental Representations”) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made on the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct as of such specified date). The representations and warranties of Buyer contained in Article IV (other than the Buyer Fundamental Representations), without giving effect to any materiality qualifiers or similar qualifications therein) , shall be true and 50213729.30 correct as of the date hereof and as of the Closing Date, Date as if made at on and as of such date the Closing Date (except that those for representations and warranties which are made that expressly speak as of a specific date an earlier date, which representations and warranties shall be true and correct (without giving effect to any materiality qualifiers therein) only as of such specified date), except for such failures to be so true and correct as that do not, and would not reasonably be expected to, individually or in the aggregate aggregate, materially impair or delay Buyer’s ability to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; (ii) The covenants and agreements of Buyer shall have performed and complied with set forth in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing (including the obligations to be shall have been performed at Closing under Section 5.2(d))or complied with in all material respects; and (iii) Buyer shall have delivered to Seller a certificate, dated as of the Closing and signed by a senior officer on behalf certificate of Buyer, certifying dated the Closing Date and executed by a duly authorized officer of Buyer, to the effect that to such officer’s knowledge of the conditions set forth in foregoing clauses (i) and (ii) of this Section 6.2(a) have been satisfied).