Common use of Truth of Representations and Warranties and Performance of Covenants Clause in Contracts

Truth of Representations and Warranties and Performance of Covenants. (i) Each of the representations and warranties of Purchaser, except the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all material respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each Closing Date; (ii) Each of the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each Closing Date; (iii) Purchaser shall have duly performed and complied with in all material respects all of its agreements and covenants pursuant to this Agreement to the extent to be performed on or prior to each Closing Date; and (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered a certificate of a senior officer to that effect; and the Seller, on behalf of the Purchaser, will have received certificates confirming the above Sections 9.2(a)(i) and 9.2(a)(ii), signed for and on behalf of Purchaser by a senior officer or director of Purchaser (the "Purchaser Closing Certificate"). Upon the delivery of the Purchaser Closing Certificate, the representations and warranties of the Purchaser in Article 6 will be deemed to have been made on and as of each Closing Date with the same force and effect as if made on and as of the Closing Date and as though the terms "Closing Date" and "the date of this Agreement" was substituted for the term, "the date hereof" or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser Closing Certificate.

Truth of Representations and Warranties and Performance of Covenants. Each of: (i) Each of The Silanis Companies’ Core Representations, Agent’s Core Representations and the representations and warranties of Purchaser, except the Purchaser Core Representations contained in Silanis Companies and Agent made pursuant to this Agreement have been true and correct as of the date of this Agreement and will that are qualified by a reference to materiality, material adverse change or Material Adverse Effect must be true and correct in all material respects as of each Closing the Effective Date with the same force and effect as if such representations and warranties had been were made on and as of each Closing Datesuch date, provided, however, that if a representation and warranty speaks only as of a specific date, it only needs to be true and correct as of that date; (ii) Each the other representations and warranties of the Purchaser Core Representations contained in Silanis Companies and Agent made pursuant to this Agreement have been true and correct as of the date of this Agreement and will must be true and correct in all material respects as of each Closing the Effective Date with the same force and effect as if such representations and warranties had been were made on and as of each Closing Date;such date, provided, however, that if a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; and (iii) Purchaser shall have duly performed and complied with the covenants contained in all material respects all of its agreements and covenants pursuant to this Agreement to be fulfilled or performed by the extent to be performed Silanis Companies or Agent on or prior to each Closing Date; and (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered a certificate of a senior officer to that effectbeen fulfilled or performed in all material respects; and the Seller, on behalf of the Purchaser, will Purchaser Parties shall have received certificates a certificate confirming the above Sections 9.2(a)(i) and 9.2(a)(ii)foregoing, signed for and on behalf of Purchaser each of the Silanis Companies and Agent by a senior officer or director of each of the Silanis Companies and Agent, in form and substance reasonably satisfactory to the Purchaser Parties (the "Purchaser “Silanis Companies’ Closing Certificate"”). Upon the delivery of the Purchaser Closing Certificatesuch certificate, the representations and warranties of the Purchaser Silanis Companies and Agent in Article 6 4 will be deemed to have been made on and as of each Closing the Effective Date with the same force and effect as if made on and as of the Closing Date and as though the terms "Closing Date" and "the date of this Agreement" was substituted for the term, "the date hereof" or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser Closing Certificatedate.

Truth of Representations and Warranties and Performance of Covenants. Each of: (ia) Each of the representations and warranties of Purchaser, except the Purchaser Core Representations contained made in this Agreement Section 4.1 will have been true and correct as of accurate in all respects on the date of this Agreement hereof and will be true and correct accurate in all material respects as of each on the Closing Date with the same force and effect as if made at and as of the Closing Date and as though the term “Closing Date” was substituted for the terms “the date hereof”, “the date of this Agreement” or similar terms throughout such representations and warranties had been made on and as of each Closing Date;warranties; and (iib) Each of the Purchaser Core Representations covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been true and correct as of the date of this Agreement and will be true and correct in all respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each Closing Date; (iii) Purchaser shall have duly performed and complied with in all material respects all of its agreements and covenants pursuant to this Agreement to the extent to Purchaser will not be performed on in material breach, default or prior to each Closing Date; and (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order violation of any nature of any court of competent jurisdiction or other Governmental Authority agreement on its part contained in effect that prohibitsthis Agreement, enjoins or materially restrains the consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered a certificate of a senior officer to that effect; and the Seller, on behalf of the Purchaser, Vendors will have received certificates a certificate confirming the above Sections 9.2(a)(i) and 9.2(a)(ii)foregoing, signed for and on behalf of Purchaser the Purchaser, in form and substance reasonably satisfactory to the Vendors (the “Purchaser's Closing Certificate”). The receipt of the Purchaser's Closing Certificate and the consummation of Closing will not constitute a waiver by a senior officer the Vendors or director an amendment of any of the representations and warranties or covenants of Purchaser (the "Purchaser Closing Certificate")which are contained in this Agreement. Upon the delivery of the Purchaser Purchaser's Closing Certificate, the representations and warranties of the Purchaser in Article 6 will be deemed to have also been made on and as of each Closing Date with the same force and effect as if made on and as of the Closing Date and as though the terms "term “Closing Date" ” was substituted for the terms “the date hereof” and "“the date of this Agreement" was substituted for the term, "the date hereof" ” or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser Purchaser's Closing Certificate.

Truth of Representations and Warranties and Performance of Covenants. Each of: (i) Each the Individual Fundamental Representations of the representations and warranties of Purchaser, except the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will each Seller must be true and correct in all material respects respects, except for de minimis inaccuracies, as of each the Closing Date with the same force and effect as if such representations and warranties had been were made on and as of each Closing Datesuch date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; (ii) Each the other representations and warranties of the Purchaser Core Representations each Seller contained in this Agreement have been true and correct as of the date Section 3.1 of this Agreement and will Agreement, must be true and correct in all respects as of each the Closing Date with the same force and effect as if such representations and warranties had been were made on and as of each Closing Date;such date, except if any falseness or incorrectness of such representations and warranties, considered in the aggregate, would not have a Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to "material", "Material Adverse Effect", "in all material respects" or similar qualifications contained in such representations and warranties), and which such representations and warranties are subject to the limitations in Section 9.1. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; and (iii) Purchaser shall have duly performed and complied with the covenants contained in all material respects all of its agreements and covenants pursuant to this Agreement to the extent to be performed by each Seller on or prior to each the Closing Date; and (iv) There Date shall be no statutehave been performed in all material respects, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered received a certificate of a senior officer to that effect; and the from each Seller, on behalf of the Purchaser, will have received certificates confirming the above Sections 9.2(a)(i) foregoing, in form and 9.2(a)(ii), signed for and on behalf of Purchaser by a senior officer or director of substance reasonably satisfactory to Purchaser (the "Purchaser Individual Sellers' Closing Certificate"). Upon Each of: (iv) the delivery Corporation Fundamental Representations must be true and correct in all respects, except for de minimis inaccuracies, as of the Purchaser Closing Certificate, the representations and warranties of the Purchaser in Article 6 will be deemed to have been made on and as of each Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be true and correct as of that date; and (v) the other representations and warranties of Sellers contained in Section 3.2 of this Agreement, must be true and correct in all respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as though the terms "Closing Date" and "the date of this Agreement" was substituted for the termsuch date, "the date hereof" except if any falseness or similar terms throughout incorrectness of such representations and warranties, except as may be qualified considered in the aggregate, would not have a Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to "material", "Material Adverse Effect", "in all material respects" or similar qualifications contained in such representations and warranties, other than in the case of Section 3.2(u) (Financial Statements and Financial Controls) to the extent of the materiality qualifiers contained in such representation and warranty, the definition of Material Contracts in Section 3.2(y) (Contracts) or Section 3.2(w) (Material Adverse Change)). To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date, and Purchaser shall have received a certificate from Sellers, confirming the foregoing, in form and substance reasonably satisfactory to Purchaser (the "Joint Sellers' Closing Certificate", and together with the Individual Sellers' Closing Certificate, the "Sellers' Closing Certificate").

Truth of Representations and Warranties and Performance of Covenants. Each of: (ia) Each of the representations and warranties of Purchaserthe Vendors in Section 3.1 and 3.2 will, except the Purchaser Core Representations contained in this Agreement each case, have been true and correct as of accurate in all respects on the date of this Agreement hereof and will be true and correct accurate in all material respects as of each on the Closing Date with the same force and effect as if made at and as of the Closing Date and as though the term “Closing Date” was substituted for the terms “the date hereof”, “the date of this Agreement” or similar terms throughout such representations and warranties had been made on and as of each Closing Date;warranties; and (iib) Each of the Purchaser Core Representations covenants contained in this Agreement to be performed by any of the Vendors or the Corporation on or before the Closing Date will have been true and correct as of the date of this Agreement and will be true and correct in all respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each Closing Date; (iii) Purchaser shall have duly performed and complied with in all material respects all and none of its agreements and covenants pursuant to this Agreement to the extent to Vendors nor the Corporation will be performed on in material breach, default or prior to each Closing Date; and (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order violation of any nature of any court of competent jurisdiction or other Governmental Authority agreement on its part contained in effect that prohibitsthis Agreement, enjoins or materially restrains the consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered a certificate of a senior officer to that effect; and the Seller, on behalf of the Purchaser, Purchaser will have received certificates confirming the above Sections 9.2(a)(i) and 9.2(a)(ii)foregoing, signed for by each Vendor in form and on behalf of Purchaser by a senior officer or director of substance reasonably satisfactory to the Purchaser (the "Purchaser “Vendors' Closing Certificate"”). The receipt of the Vendors' Closing Certificate and the consummation of Closing will not constitute a waiver by the Purchaser or an amendment of any of the representations and warranties or covenants of the Vendors which are contained in this Agreement. Upon the delivery of the Purchaser Vendors’ Closing Certificate, the representations and warranties of the Purchaser in Article 6 Vendors will be deemed to have also been made on and as of each Closing Date with the same force and effect as if made on and as of the Closing Date and as though the terms "“Closing Date" ” and "“the date of this Agreement" ” was substituted for the term, "“the date hereof" ” or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser Vendors' Closing CertificateCertificates.

Truth of Representations and Warranties and Performance of Covenants. Each of: (i) Each of the representations and warranties of Purchaser (i) in Sections 5.1(a) (Incorporation and Qualification), 5.1(b) (No Conflict), and 5.1(c) (Authority and Enforceability) (“Purchaser’s Core Representations”) will, except the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will each case, be true and correct accurate in all material respects as of each on the Closing Date with the same force and effect as if made at and as of the Closing Date (except to the extent that such representations and warranties had been made on refer specifically to an earlier date, in which case such representations and as of each Closing Date; (ii) Each of the Purchaser Core Representations contained in this Agreement warranties will have been true and correct as of the date such earlier date); (ii) all other representations and warranties of Purchaser made pursuant to this Agreement and will be true and correct accurate in all respects as (disregarding for purposes of each this Section 7.2(a)(ii) any materiality or Material Adverse Effect qualification contained in any such representation or warranty, other than the phrase “Material Contract”) on the Closing Date with the same force and effect as if made at and as of the Closing Date (except to the extent that such representations and warranties had refer specifically to an earlier date, in which case such representations and warranties will have been made on true and correct as of each Closing Date;such earlier date), except where the failure of such representations and warranties to be so true and correct in all respects has not had, individually or in the aggregate, a Purchaser Material Adverse Effect; and (iii) the covenants contained in this Agreement to be performed by Purchaser shall on or before the Closing Date will have duly been performed and complied with in all material respects all of its agreements and covenants pursuant to this Agreement to the extent to Purchaser will not be performed on in material breach, default or prior to each Closing Date; and (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order violation of any nature of any court of competent jurisdiction or other Governmental Authority agreement on its part contained in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered a certificate of a senior officer to that effectthis Agreement; and the Seller, on behalf of the Purchaser, Vendor will have received certificates a certificate confirming the above Sections 9.2(a)(i) and 9.2(a)(ii)foregoing from Purchaser, signed for and on behalf of Purchaser by a senior officer or director of Purchaser Purchaser, in form and substance reasonably satisfactory to Vendor (the "Purchaser ”Purchaser’s Closing Certificate"”). The receipt of Purchaser’s Closing Certificate and the consummation of Closing will not constitute a waiver by Vendor or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. Upon the delivery of the Purchaser Purchaser’s Closing Certificate, the representations and warranties of Purchaser will be deemed to have also been made on and as of the Purchaser Closing Date (except to the extent that such representations and warranties refer specifically to an earlier date, in Article 6 which case such representations and warranties will be deemed to have been made on and as of each such earlier date). The materiality qualifications permitted to be in Purchaser’s Closing Date with Certificate are solely for purposes of determining whether this condition has been satisfied, and will not be deemed to have so qualified the same force and effect as if made on and as of the Closing Date and as though the terms "Closing Date" and "the date of this Agreement" was substituted for the termrepresentations, "the date hereof" warranties or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser Closing Certificatecovenants referred to therein.

Truth of Representations and Warranties and Performance of Covenants. (i) Each of the representations and warranties of PurchaserSeller, except the Purchaser Seller Core Representations Representations, contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all material respects as of each the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each the Closing Date; (ii) Each of the Purchaser Seller Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all respects as of each the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each the Closing Date;. (iii) Purchaser The Pre-Closing Reorganization shall have been completed; (iv) Seller shall have duly performed and complied with in all material respects all of its material agreements and material covenants pursuant to this Agreement to the extent they are to be performed on or prior to each the Closing Date; and; (ivv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby; and (vi) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. and Purchaser Seller shall have executed and delivered a certificate of a senior officer to that effect; and the Seller, on behalf of the Purchaser, Purchaser will have received certificates confirming the above Sections 9.2(a)(i9.1(a)(i) and 9.2(a)(ii9.1(a)(ii), signed for and on behalf of Purchaser Seller by a senior officer or director of Purchaser Seller (the "Purchaser a “Seller Closing Certificate"”). Upon the delivery of the Purchaser Seller Closing Certificate, the representations and warranties of the Purchaser Seller in Article 6 5 and the Seller Core Representations will be deemed to have been made on and as of each the Closing Date with the same force and effect as if made on and as of the Closing Date and as though the terms "“Closing Date" ” and "“the date of this Agreement" ” was substituted for the term, "“the date hereof" ” or similar terms throughout such representations and warranties, except as would not have a Material Adverse Effect and except as may otherwise be qualified in the Purchaser Seller Closing Certificate.

Truth of Representations and Warranties and Performance of Covenants. (i) Each of the representations and warranties of Purchaser, except the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all material respects as of each the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each the Closing Date; (ii) Each of the Purchaser Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all respects as of each the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each the Closing Date; (iii) Purchaser shall have duly performed and complied with in all material respects all of its agreements and covenants pursuant to this Agreement to the extent to be performed on or prior to each the Closing Date; and (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby. and Purchaser shall have executed and delivered a certificate of a senior officer to that effect; and the Seller, on behalf of the Purchaser, will have received certificates confirming the above Sections 9.2(a)(i) and 9.2(a)(ii), signed for and on behalf of Purchaser by a senior officer or director of Purchaser (the "”Purchaser Closing Certificate"”). Upon the delivery of the Purchaser Closing Certificate, the representations and warranties of the Purchaser in Article 6 will be deemed to have been made on and as of each the Closing Date with the same force and effect as if made on and as of the Closing Date and as though the terms "“Closing Date" ” and "“the date of this Agreement" ” was substituted for the term, "“the date hereof" ” or similar terms throughout such representations and warranties, except as may be qualified in the Purchaser Closing Certificate.

Truth of Representations and Warranties and Performance of Covenants. (i) Each of the representations and warranties of PurchaserSeller, except the Purchaser Seller Core Representations which are the subject of Section 9.1(a)(ii) below, contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all material respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each Closing Date; (ii) Each of the Purchaser Seller Core Representations contained in this Agreement have been true and correct as of the date of this Agreement and will be true and correct in all respects as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each Closing Date;; 113422456 (iii) Purchaser Seller shall have duly performed and complied with in all material respects all of its material agreements and material covenants pursuant to this Agreement to the extent they are to be performed on or prior to each Closing Date; and; (iv) There shall be no statute, regulation, injunction, restraining order or decree or other governmental order of any nature of any court of competent jurisdiction or other Governmental Authority in effect that prohibits, enjoins or materially restrains the consummation of the transactions contemplated hereby; and (v) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. and Purchaser Seller shall have executed and delivered a certificate of a senior officer to that effect; and the Seller, on behalf of the Purchaser, Purchaser will have received certificates confirming the above Sections 9.2(a)(i9.1(a)(i) and 9.2(a)(ii9.1(a)(ii), signed for and on behalf of Purchaser Seller by a senior officer or director of Purchaser Seller (the a "Purchaser Seller Closing Certificate"). Upon the delivery of the Purchaser Seller Closing Certificate, the representations and warranties of the Purchaser Seller in Article 6 5 and the Seller Core Representations will be deemed to have been made on and as of each Closing Date with the same force and effect as if made on and as of the each Closing Date and as though the terms "Closing Date" and "the date of this Agreement" was substituted for the term, "the date hereof" or similar terms throughout such representations and warranties, except as would not have a Material Adverse Effect and except as may otherwise be qualified in the Purchaser Seller Closing Certificate.