Common use of Representations and Warranties of Vanguard Clause in Contracts

Representations and Warranties of Vanguard. If the Buyer elects to provide an Equity Portion of the Purchase Price in accordance with Section 1.3, then all representations and warranties made by Vanguard in this Agreement that: (i) are not qualified by materiality or a Vanguard Material Adverse Effect shall be true and correct in all material respects on and as of the date hereof and, except to the extent that any representation is specifically limited by the terms of such representation to the date of this Agreement or another specified date, on the Closing Date as if again made by Vanguard on and as of the Closing Date; and (ii) are qualified by materiality or a Vanguard Material Adverse Effect shall be true and correct in all respects on the date hereof and, except to the extent that any representation is specifically limited by the terms of such representation to the date of this Agreement or another specified date, on the Closing Date as if made by the Vanguard on and as of the Closing Date; and the Selling Parties shall have received a certificate dated the Closing Date and signed by an executive officer of Vanguard certifying to the matters set forth in this Section 7.3(d). For the avoidance of doubt, if the Buyer elects not to provide an Equity Portion of the Purchase Price in accordance with Section 1.3, then the condition contained in this Section 7.3(d) shall not apply.