Common use of REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING Clause in Contracts

REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by Seller in this Agreement and the Other Agreements shall be true and correct in all material respects on the Closing Date with the same force and effect as if this Agreement had been executed on and as of the Closing Date (other than representations and warranties which are made as of a specified date, which shall be true and correct as of such date); provided, however, that the determination pursuant to this sentence will disregard any materiality qualifiers in such representations and warranties. Seller shall have duly performed or complied with in all material respects all of the agreements and covenants to be performed or complied with by it on or prior to the Closing Date (including agreements of Seller to cause the Company to take or refrain from taking certain actions). Seller shall have executed and delivered to Purchaser a certificate dated as of the Closing Date certifying as to the fulfillment of the conditions contained in this Section 5.1.

REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by Seller Purchaser in this Agreement and the Other Agreements shall be true and correct in all material respects on the Closing Date with the same force and effect as if this Agreement had been executed on and as of the Closing Date (other than representations and warranties which are made as of a specified date, which shall be true and correct as of such date); provided, however, that the determination pursuant to this sentence will disregard any materiality qualifiers in such representations and warranties. Seller Purchaser shall have duly performed or complied with in all material respects all of the agreements and covenants to be performed or complied with by it on or prior to the Closing Date (including agreements of Seller to cause the Company to take or refrain from taking certain actions)Date. Seller Purchaser shall have executed and delivered to Purchaser Seller a certificate dated as of the Closing Date certifying as to the fulfillment of the conditions contained in this Section 5.16.1.