Accuracy of Representations and Warranties. Each of # the representations and warranties of the Company Group set forth in [Article 4] hereof (other than the Fundamental Representations) shall be true and correct in all material respects (without giving effect to such materiality qualifier to the extent such representation or warranty is already qualified as to “material”, “materiality” or “Material Adverse Effect”) as of the date hereof and as of the Initial Closing Date (except to the extent that such representation or warranty speaks to a different place or time, in which case such representation or warranty shall be been true and correct as of such other date or time) and # the Fundamental Representations shall be true and correct in all respects as of the date hereof and as of the Initial Closing Date.
Accuracy of Representations and Warranties. Each of # the representations and warranties of the Company Group set forth in [Article 4] hereof (other than the Fundamental Representations) shall be true and correct in all material respects (without giving effect to such materiality qualifier to the extent such representation or warranty is already qualified as to “material”, “materiality” or “Material Adverse Effect”) as of the date hereof and as of the Initialsuch Additional Closing Date (except to the extent that such representation or warranty speaks to a different place or time, in which case such representation or warranty shall be been true and correct as of such other date or time), except for such failures to be true and correct as have not had, and would not reasonably be expected to have, a Material Adverse Effect, individually or in the aggregate, and # the Fundamental Representations shall be true and correct in all respects as of the date hereof and as of the Initialsuch Additional Closing Date.
Accuracy of Representations and Warranties. Each of # the representations and warranties of the Company Group set forth in [Article 4] hereof (other than the Fundamental Representations) shall be true and correct in all material respects (without giving effect to such materiality qualifier to the extent such representation or warranty is already qualified as to “material”, “materiality” or “Material Adverse Effect”) as of the date hereof and as of the Initial Closing Date (except to the extent that such representation or warranty speaks to a different place or time, in which case such representation or warranty shall be been true and correct as of such other date or time) and # the Fundamental Representations shall be true and correct in all respects as of the date hereofEffective Date and at and as of the Initial Closing Date.Date with the same force and effect as if such representations and warranties had been made on the Closing Date (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date), and each of the representations and warranties set forth in [Article IV] except the Fundamental Representations shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) at and as of the Closing Date, except where the failure of such representations and warranties to be true and correct in all respects as of the applicable time would not in the aggregate have a Material Adverse Effect.
Accuracy of Representations and Warranties. Each of # theAll representations and warranties ofmade by the Company Group set forth in [Article 4] hereof (other than the Fundamental Representations)or HoldCo shall be true and correct in all material respectson and as of the Closing Date as though such representations and warranties were made on and as of that date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to such materiality qualifier to the extent such representation or warranty is already qualifiedany limitation as to “material”, “materiality” or “Material“material adverse effect” set forth therein), would not have a Company Material Adverse Effect”) as of the date hereof and as of the Initial Closing Date (except to the extent that such representation or warranty speaks to a different place or time, in which case such representation or warranty shall be been true and correct as of such other date or time) and # the Fundamental Representations shall be true and correct in all respects as of the date hereof and as of the Initial Closing Date.Effect.
Accuracy of Representations and Warranties. Each of # the representations and warranties of the Company Groupset forth in [Article 3] and of the Sellers set forth in [Article 4] hereof (other than the Seller Fundamental Representations)Representations and the representations and warranties set forth in [Section 3.8(a)]) shall be true and correct in all material respects (without giving effectregard to suchany qualifications or references to Material Adverse Effect, “material”, or any other materiality qualifierqualifications or references contained in any specific representation or warranty) in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except, in each case, # to the extent such representation or warranty is already qualifiedrepresentations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to “material”, “materiality” or “Material Adverse Effect”)be true and correct as of the specified date hereof and as of the Initial Closing Date (except# to the extent that the events, changes, occurrences and circumstances that cause such representation or warranty speaksrepresentations and warranties to a different place or time, in which case such representation or warranty shallnot be been true and correct as of such other dateapplicable dates, individually or time)in the aggregate, have not had and # thewould not reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects as(except for any de minimis inaccuracy) and the representations and warranties set forth in [Section 3.8(a)] shall be true and correct in all respects, in each case as, of the date hereofof this Agreement and as of the Initial Closing Date.Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date;
Accuracy of Representations and Warranties. Each of # theThe representations and warranties of the Company Group set forth in [Article 4] hereof (other than the Fundamental Representations)this Agreement shall be true and correct in all material respects (without giving effect to such materiality qualifier(except to the extent that any of such representation or warrantyrepresentations and warranties is already qualified as to “material”, “materiality” or “Material Adverse Effect”)materiality, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof and as of the Initial Closing Date as though made at that time (except to the extentfor representations and warranties that such representation or warranty speaks tospeak as of a different place or time, inspecific date, which case such representation or warranty shall be been true and correct as of such other date or time) and # the Fundamental Representations shall be true and correct in all respects as of the date hereof and as of the Initial Closing Date.date).
Accuracy of Representations and Warranties. Each of # the representations and warranties of the Company Group set forth in [Article 4] hereof (other than the Fundamental Representations) shall be true and correct in all material respects (without giving effect to such materiality qualifier to the extent such representation or warranty is already qualified as to “material”, “materiality” or “Material Adverse Effect”) as of the date hereofwhen made and as of the Initial Closing Date (except to the extentas though made at that such representation or warranty speaks to a different place or time, in which case such representation or warranty shall be been trueexcept for representations and correctwarranties that speak as of such other date or time) and # the Fundamental Representationsa particular date, which shall be true and correct in all material respects as of the date hereof and as of the Initial Closing Date.such date.
Accuracy of Representations and Warranties. Each of # theWarranties Generally. The representations and warranties of the Company Group set forth in [Article 4] hereof (other than the Fundamental Representations)this Agreement that do not contain a “Material Adverse Effect” qualification or other express materiality or similar qualification shall be true and correct in all material respects (without giving effect to such materiality qualifier to the extent such representation or warranty is already qualified as to “material”, “materiality” or “Material Adverse Effect”) as of the date hereof and as of the Initial Closing Date (except to the extent that such representation or warranty speaks to a different place or time, in which case such representation or warranty shall be been true and correct as of such other date or time) and # the Fundamental Representations shall be true and correct in all respects as of the date hereof and as of the Initial Closing Date.Date (except for any such representation or warranty that is made only as of a specific date, in which case as of such specific date). The representations and warranties of the Company set forth in this Agreement that contain a “Material Adverse Effect” qualification or any other express materiality or similar qualification shall be true and correct as of the date hereof and as of the Closing Date (except for any such representation or warranty that is made only as of a specific date, in which case as of such specific date).
Accuracy of Representations and Warranties. Each of # theThe representations and warranties of the Company Group set forth in [Article 4] hereof (other than the Fundamental Representations) shall beare true and correct in all material respects (without giving effect to such materiality qualifier(except to the extent that any of such representation or warrantyrepresentations and warranties is already qualified as to “material”, “materiality” or “Material Adverse Effect”)materiality, in which case, such representations and warranties are true and correct without further qualification) as of the date hereofwhen made and as of the Initial Closing Date as though made at that time (except to the extentfor representations and warranties that such representation or warranty speaks tospeak as of a different place or time,specific date, in which case such representation or warranty shall be beenrepresentations and warranties are true and correct as of such other date or time) and # the Fundamental Representations shall be true and correct in all respects as of the date hereof and as of the Initial Closing Date.date);
Accuracy of Representations and Warranties. Each of # the representations and warranties of the Company Group set forth in [Article 4] hereof (other than the Fundamental Representations)contained herein # that are not qualified by materiality, Material Adverse Effect or similar phrases shall be true and correct in all material respects (without giving effect to such materiality qualifieron and as of the date of this Agreement and on and as of the Seller at Closing (except to the extent such representation or warranty is already qualified as to “material”, “materiality” or “Material Adverse Effect”)representations and warranties address matters as of the date hereofparticular dates, in which case, such representations and warranties shall be true and correct in all material respects on and as of the Initial Closing Date (except to the extent that such representation or warranty speaks to a different place or time, in which case such representation or warranty shall be been true and correct as of such other date or time)dates), and # the Fundamental Representationsthat are qualified by materiality, material adverse effect, or similar phrases shall be true and correct in all respects on and as of the date hereofof this Agreement and on and as of the InitialSeller at Closing Date.(except to the extent such representations and warranties address matters as of particular dates, in which case, such representations and warranties shall be true and correct in all respects on and as of such dates). Notwithstanding the foregoing, the representations and warranties set forth in [Sections 3.2] (Authorization), 3.3 (Capitalization) and 3.9 (Intellectual Property) shall be true and correct in all respects.
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