Common use of Truth of Representations and Warranties and Compliance With Covenants Clause in Contracts

Truth of Representations and Warranties and Compliance With Covenants. Representations and warranties of Aemetis and Merger Sub in this Agreement (i) that are qualified by materiality or material adverse effect shall be true and correct in all respects and (ii) that are not so qualified shall be true and correct in all material respects, in the case of each (i) and (ii) as of the date hereof and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except for those representations and warranties that refer to facts existing at a specific date, which shall be so true and correct as of such date. Aemetis and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants that Aemetis and Merger Sub are required by this Agreement to perform or comply with on or prior to the Closing Date. Aemetis and Merger Sub shall have delivered to EdenIQ Sub a certificate, dated as of the Closing Date and signed by the Chief Executive Officer of each Aemetis and Merger Sub, certifying as to the truth of the representations and warranties, as to the performance of the obligations, and as to the compliance with the covenants as set forth in this Section 5.2(a).

Truth of Representations and Warranties and Compliance With Covenants. Representations and warranties of Aemetis and Merger Sub EdenIQ contained in this Agreement (i) that are qualified by materiality or material adverse effect shall be true and correct in all respects and (ii) that are not so qualified shall be true and correct in all material respects, in the case of each (i) and (ii) as of the date hereof and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except for those representations and warranties that refer to facts existing at a specific date, which shall be so true and correct as of such date. Aemetis and Merger Sub EdenIQ shall have performed in all material respects all obligations and complied in all material respects with all covenants that Aemetis and Merger Sub are EdenIQ is required by this Agreement to perform or comply with on or prior to the Closing Date. Aemetis and Merger Sub EdenIQ shall have delivered to EdenIQ Aemetis and Merger Sub a certificate, dated as of the Closing Date and signed by the Chief Executive Officer of each Aemetis and Merger SubEdenIQ, certifying as to the truth of the representations and warranties, as to the performance of the obligations, and as to the compliance with the covenants as set forth in this Section 5.2(a5.1(a).