Common use of Representations and Warranties; Performance of Agreements Clause in Contracts

Representations and Warranties; Performance of Agreements. (i) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true and correct in all material respects on and as of such earlier date), (ii) the Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by the Administrative Agent, and (iii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the accuracy of each of clause (i) and clause (ii); provided that, if a representation and warranty, covenant or condition is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, covenant or condition for purposes of this condition.

Representations and Warranties; Performance of Agreements. (i) The Prior to the consummation of the Merger, Merger Sub shall, and upon consummation of the Merger, FTD shall, have delivered to Administrative Agent an Officer’s Certificate, in form and substance reasonably satisfactory to Administrative Agent, to the effect that the representations and warranties in Article III shall be true Section 5 are true, correct and correct complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true true, correct and correct complete in all material respects on and as of such earlier date), (ii) the Borrower and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by the Administrative Agent, and (iii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the accuracy of each of clause (i) and clause (ii); provided that, if a representation and warranty, covenant or condition is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth in this subsection 4.1D shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. (i) The representations and warranties contained in Article III this Agreement shall be true, correct and complete in all material respects (except for representations and warranties qualified as to materiality or Material Adverse Effect set forth therein, which representations and warranties shall be true and correct in all material respects without giving effect to any qualification as to materiality) on and as of the Closing Date to the same extent as though made on and as of that date (ordate, except to the extent such representations and warranties specifically relate to an earlier date, that in which case such representations and warranties were true shall have been true, correct and correct complete in all material respects on and as of such earlier date), (ii) the Borrower shall have performed in all material respects all covenants and agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date (except as otherwise disclosed to and agreed to in writing by the Administrative Agent, Initial Lender) and (iii) the Borrower shall have delivered to the Administrative Agent Initial Lender an officerOfficer’s certificateCertificate, in form and substance reasonably satisfactory to the Administrative AgentInitial Lender, certifying as to the accuracy effect of each of clause the foregoing clauses (i) and clause (ii); provided that, if a representation and warranty, covenant or condition is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, covenant or condition for purposes of this condition.

Representations and Warranties; Performance of Agreements. (i) The Prior to the consummation of the Merger, Merger Sub shall, and upon consummation of the Merger, FTD shall, have delivered to Administrative Agent an Officer's Certificate, in form and substance reasonably satisfactory to Administrative Agent, to the effect that the representations and warranties in Article III shall be true Section 5 are true, correct and correct complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true true, correct and correct complete in all material respects on and as of such earlier date), (ii) the Borrower and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by the Administrative Agent, and (iii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the accuracy of each of clause (i) and clause (ii); provided PROVIDED that, if a representation and warranty, covenant or condition is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth in this subsection 4.1D shall be disregarded for purposes of this condition.