Truth of Representations and Warranties and Performance of Covenants. Each of: (i) the representations and warranties of Powerfleet contained in Sections 4.1(a) (Formation and Qualification), 4.1(d)(i) and (ii) (Validity of Agreement), 4.1(e) (Execution and Binding Obligation) and 4.1(i) (No Brokers), must be true and correct in all respects, other than inaccuracies which are de minimis in nature, as of the 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 so true and correct as of that date; (ii) the other representations and warranties of Powerfleet contained in Section 4.1 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 of such date, except if any falseness or incorrectness of such representations and warranties, considered individually or in the aggregate, would not have a Powerfleet Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to “material”, “Powerfleet Material Adverse Effect”, “in all material respects” or similar qualifications contained in such representations and warranties) or would not have a material adverse effect on the ability of Powerfleet to consummate the transactions contemplated hereby on a timely basis. 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; (iii) the representations and warranties of Canadian SPV contained in Sections 4.2(a) (Formation and Qualification), 4.1(d)(i) and 4.2(d)(ii) (Validity of Agreement), 4.2(e) (Execution and Binding Obligation) and 4.2(i) (No Brokers), must be true and correct in all respects, other than inaccuracies which are de minimis in nature, as of the 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 so true and correct as of that date; (iv) the other representations and warranties of Canadian SPV contained in Section 4.2 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 of such date, except if any falseness or incorrectness of such representations and warranties, considered individually or in the aggregate, would not have a material adverse effect on the ability of Canadian SPV to consummate the transactions contemplated hereby on a timely basis. 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 (v) the covenants contained in this Agreement to be performed by the Purchaser Entities on or prior to the Closing Date shall have been performed in all material respects, and Sellers shall have received a certificate confirming the foregoing, signed by a senior officer of Powerfleet, in the form attached hereto as Exhibit 6.3(a) (the “Powerfleet’s Closing Certificate”).
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Truth of Representations and Warranties and Performance of Covenants. Each of:
(i) (A) Vendor’s Core Representations in Sections 3.1(a), 3.1(f), 3.1(g), 3.1(qq), 4.1(a), 4.1(d), 4.1(e), 4.1(f), 4.1(g), 4.2(a), 4.2(d) and 4.2(e) will be true and accurate in all respects (except in the case of Section 3.1(f), for de minimus inaccuracies) 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 refer specifically to an earlier date, in which case such representations and warranties will have been true and correct as of such earlier date), and (B) Vendor’s Core Representations in Sections 3.1(b), 3.1(c)(i), 3.1(q), 4.1(b)(i) and 4.2(b)(i) will be true and accurate in all material respects 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 refer specifically to an earlier date, in which case such representations and warranties will have been true and correct in all material respects as of such earlier date);
(ii) all other representations and warranties of Powerfleet Vendor and Parent made pursuant to this Agreement will be true and accurate in all respects (disregarding for purposes of this Section 7.1(a)(ii) any materiality or Material Adverse Effect qualification contained in Sections 4.1(aany 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 (Formation except to the extent that such representations and Qualificationwarranties refer specifically to an earlier date, in which case such representations and warranties will have been true and correct as of such earlier date), 4.1(d)(i) except where the failure of such representations and (ii) (Validity of Agreement), 4.1(e) (Execution and Binding Obligation) and 4.1(i) (No Brokers), must warranties to be so true and correct in all respects, other than inaccuracies which are de minimis has not had, individually or in naturethe aggregate, a Material Adverse Effect;
(iii) the covenants contained in this Agreement to be performed by Vendor and Parent on or before the Closing Date will have been performed in all material respects and neither Vendor nor Parent will be in material breach, default or violation of any agreement on its part contained in this Agreement; and Purchaser will have received certificates confirming the foregoing from each of Vendor and Parent, signed by a senior officer or director of each of Vendor and Parent, in each case in form and substance reasonably satisfactory to Purchaser (together, the ”Vendor’s Closing Certificates”). Upon the delivery of Vendor’s Closing Certificates, the representations and warranties of Vendor and Parent in this Agreement will be deemed to have been made on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. To date (except 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) the other representations and warranties of Powerfleet contained in Section 4.1 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 refer specifically to an earlier date, in which case such representations and warranties will be deemed to have been made on and as of such earlier date, except if ). The receipt of Vendor’s Closing Certificates and the consummation of Closing will not constitute a waiver by Purchaser or an amendment of any falseness or incorrectness of such representations and warranties, considered individually or in the aggregate, would not have a Powerfleet Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to “material”, “Powerfleet Material Adverse Effect”, “in all material respects” or similar qualifications contained in such representations and warranties) or would not have a material adverse effect on the ability of Powerfleet to consummate the transactions contemplated hereby on a timely basis. 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;
(iii) the representations and warranties or covenants of Canadian SPV contained in Sections 4.2(a) (Formation Vendor and Qualification), 4.1(d)(i) and 4.2(d)(ii) (Validity of Agreement), 4.2(e) (Execution and Binding Obligation) and 4.2(i) (No Brokers), must be true and correct in all respects, other than inaccuracies Parent which are de minimis in nature, as of the 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 so true and correct as of that date;
(iv) the other representations and warranties of Canadian SPV contained in Section 4.2 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 of such date, except if any falseness or incorrectness of such representations and warranties, considered individually or in the aggregate, would not have a material adverse effect on the ability of Canadian SPV to consummate the transactions contemplated hereby on a timely basis. 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
(v) the covenants contained in this Agreement Agreement. The materiality qualifications permitted to be performed by the Purchaser Entities on or prior to the in Vendor’s Closing Date shall have Certificates are solely for purposes of determining whether this condition has been performed in all material respectssatisfied, and Sellers shall will not be deemed to have received a certificate confirming so qualified the foregoingrepresentations, signed by a senior officer of Powerfleet, in the form attached hereto as Exhibit 6.3(a) (the “Powerfleet’s Closing Certificate”)warranties or covenants referred to therein.
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Sources: Share Purchase Agreement (ADT Inc.)