Accuracy of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the Purchaser and Seller, contained in this Agreement or on any schedule, list, exhibit, certificate or document delivered by the Company or the Seller pursuant to the provisions hereof shall be true in all material respects on the date hereof and as of the date of any sale of the Membership units.

Accuracy of Representations and Warranties. The Contractor covenants that the representations and warranties made by it in this [Article 24], and each certificate or

The representations and warranties of ​ and the ​ in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing. ​ and the ​ shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.

The representations and warranties of Cosmos in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing and Cosmos shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.

Accuracy of Representations and Warranties. Each of the Fundamental Representations shall be true and correct in all respects as of the Effective Date and at and as of the Closing 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.

Section #Representations and Warranties; Covenants

REPRESENTATIONS AND WARRANTIES AND COVENANTS.

Survival of Representations and Warranties. All representations, warranties, covenants and obligations herein shall be deemed to have been relied upon by the other party, shall survive the execution and delivery of this Agreement for a period of one year at which time all representations, warranties, covenants and obligations shall terminate.

​’S REPRESENTATIONS, WARRANTIES AND COVENANTS.

Accuracy of ​ and the Member's Representations and Warranties. The representations and warranties of ​ and the Members shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time.

Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for # those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and # this [Article VIII].

The representations, warranties, covenants and agreements of the Parties set forth in this Agreement and in any certificate delivered pursuant to this Agreement (other than the Fundamental Representations) shall terminate and expire as of, and shall not survive, the Closing. The Fundamental Representations shall survive the Closing and continue in full force and effect until ​ (California time) on the date that is ​ following the Closing Date (the “Expiration Date”); provided, however, that if a Claim Notice relating to any Fundamental Representation is given to the Seller on or prior to the Expiration Date, then, notwithstanding anything to the contrary contained in this [Section 8.1(a)], such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each claim made prior to the Expiration Date (including any indemnification claim asserted by any Purchaser Indemnitee under [Section 8.2]) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach of such representation or warranty has been fully and finally resolved. The covenants and agreements set forth in this Agreement that by their terms are to be performed and complied with following the Closing shall survive the Closing in accordance with their terms.

Survival of Representations, Warranties and Covenants. All representations, warranties, covenants and releases of each Loan Party made in this Agreement or any other document furnished in connection with this Agreement will survive the execution and delivery of this Agreement and the Forbearance Period, and no investigation by Administrative Agent or any Lender, or any closing, will affect the representations and warranties or the right of Administrative Agent and ​ to rely upon them.

As an inducement to, and to obtain the reliance of RQS United and RQS Capital, Tianci represents and warrants as follows:

AYTU represents, warrants and covenants to TRIS that the following are true and correct as of the date stated therein, or if none is specified then as of the date hereof: