Common use of Accuracy of Representations and Warranties and Compliance with Obligations Clause in Contracts

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Seller shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date, including these obligations set forth in Article 7 herein. Purchaser The Seller shall have delivered to the Sellers Purchaser a certificate, dated as of the Closing Date, and signed by an executive officer thereofduly signed, certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers Seller a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser Seller and Corporation shall have performed and complied in all material respects with all of its their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date, including these obligations set forth in Article 7. Purchaser herein. Seller and Corporation shall have delivered to the Sellers Purchaser a certificate, dated as of the Closing Date, and signed by an executive officer thereofduly signed, certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. The Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Purchaser shall have delivered to the Sellers Seller a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Company Parties contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (ia) for changes specifically permitted by or disclosed pursuant to this Agreement; Agreement and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser Each of the Company Parties shall have performed and or complied with in all material respects with all of its their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser Each of the Company Parties shall have delivered to the Sellers Buyer a certificate, dated as of the Closing DateClosing, and duly signed by an executive officer thereofthe Chief Executive Officer and principal accounting officer, certifying that such representations and warranties are true and correct, correct in all material respects and that all such obligations have been performed and complied with, with in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes matters specifically permitted by or disclosed pursuant on any schedule to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Purchaser Seller shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser Seller shall have delivered to the Sellers Buyer a certificate, dated as of the Closing Date, and signed by an executive officer thereofduly signed, certifying that such representations and warranties are true and correct, correct in all material respects and that all such obligations have been performed complied with and complied with, in all material respectsperformed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Purchaser Buyer shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing DateClosing. Purchaser Buyer shall have delivered to the Sellers Seller a certificate, dated as of the Closing Date, and signed by an executive officer thereofofficer, certifying that such representations and warranties are true and correct, correct in all material respects and that all such obligations have been complied with and performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser and SkyLynx contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser and SkyLynx shall have performed and complied in all material respects with all of its respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser and SkyLynx shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing DateClosing. Purchaser shall have delivered to the Sellers Company and the Selling Parties a certificate, dated as of the Closing Date, and signed by an executive officer thereofofficer, certifying that such representations and warranties are true and correct, correct in all material respects and that all such obligations have been complied with and performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Sellers contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant on any schedule to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser Each of the Sellers shall have performed and complied in all material respects with them all of its their respective obligations required by this Agreement to be performed by them or complied with by them at or prior to the Closing Date. Purchaser Each of the Sellers shall have delivered to the Sellers Buyer a certificate, dated as of the Closing Date, and duly signed (in the case of the Company, by an executive officer thereofits President), certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed complied with and complied with, in all material respectsperformed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Company contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Company shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Company shall have delivered to the Sellers Contributors a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. The Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Principal Shareholders and ISG contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Principal Shareholders and ISG shall have performed and complied in all material respects with all of its their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date, including the obligations set forth in Article VII herein. Purchaser The Principal Shareholders and ISG shall have delivered to the Sellers HomeSeekers a certificate, dated as of the Closing Date, and signed by an executive officer thereofduly signed, certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Company contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to 41 48 this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Company shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Company shall have delivered to the Sellers Contributors a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser contained the Acquired Entity and the Sellers in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Acquired Entity and the Sellers shall have performed and or complied in all material respects with all of its their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Acquired Entity and the Sellers shall have delivered to the Sellers Brassie a certificate, dated as of the Closing Date, and (which in case of the Acquired Entity shall be duly signed by an executive officer thereof, its President and Secretary) certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser HomeSeekers and Subsidiary contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser HomeSeekers and Subsidiary shall have performed and complied in all material respects with all of its their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser HomeSeekers and Subsidiary shall have delivered to the Sellers a certificatePrincipal Shareholders certificates, dated as of the Closing Date, and signed by an executive officer officers thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser Seller and the Companies contained in this Agreement and the other Transaction Documents, as supplemented by the updated disclosure schedule contemplated in Section 5.5, shall be true and correct correct, in all material respects respects, at and as of the Execution Date and at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such datedate and except for any representations and warranties which are qualified by their terms as to materiality, which shall be true and correct in all respects. Purchaser Seller shall have performed and complied in all material respects with all of its his obligations required by this Agreement to be performed or complied with by it at or prior to the Closing Date. Purchaser Seller shall have delivered to the Sellers Buyer a duly authorized certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations the conditions specified in this Section 8.1 have been performed and complied with, in all material respectssatisfied.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct in all material respects at and as of the date hereof, and they shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such datetime. The Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Purchaser shall have delivered to the Sellers Shareholders a certificate, dated as of the Closing Date, Date and signed by an executive officer thereofof the Purchaser, certifying that such representations and warranties were true and correct in all material respects at and as of the date hereof, and are true and correctcorrect in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time, and that all such obligations have been thus performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Seller shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Seller shall have delivered to the Sellers Purchaser a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (ia) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers Purchaser a certificate, dated as of the Closing Date, and signed by an executive officer thereofofficer, certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser HomeSeekers contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser HomeSeekers shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser HomeSeekers shall have delivered to the Sellers a certificateMembers certificates, dated as of the Closing Date, and signed by an executive officer officers thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. The Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Purchaser shall have delivered to the Sellers Seller a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except: (ia) for changes specifically permitted by or disclosed pursuant to this Agreement; and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Company and the Shareholders shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. Purchaser The Company and the Shareholders shall have delivered to the Sellers Republic Companies a certificate, dated as of the Closing Effective Date, and duly signed (in the case of the Company, by an executive officer thereofits President), certifying that such representations and warranties are true and correct, correct and that all such obligations have been complied with and performed and complied with, in all material respects(the "Bringdown Certificate").

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (ia) for changes specifically permitted by or disclosed pursuant to this Agreement; Agreement and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser Buyer shall have performed and complied with in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser Buyer shall have delivered to the Sellers Company a certificate, dated as of the Closing Date, and signed by an executive officer thereofofficer, certifying that such representations and warranties are true and correct, correct in all material respects and that all such obligations have been performed and complied with, with in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (ia) for changes specifically permitted by or disclosed pursuant to this Agreement; Agreement and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser Buyer 29 shall have performed and complied with in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser Buyer shall have delivered to the Sellers Company a certificate, dated as of the Closing Date, and signed by an executive officer thereofofficer, certifying that such representations and warranties are true and correct, correct in all material respects and that all such obligations have been performed and complied with, with in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant on any schedule to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Company and the Shareholders shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Company and the Shareholders shall have delivered to the Sellers AESP a certificate, dated as of the Closing Date, and duly signed (in the case of the Company, by an executive officer thereofthe Chairman of the Board of Directors), certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed complied with and complied with, in all material respectsperformed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Shareholder contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Shareholder shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Company and the Shareholder shall have delivered to the Sellers Purchaser a certificate, dated as of the Closing Date, and signed by an executive officer thereofduly signed, certifying that stating that, applying the Knowledge Standards set forth in Article III, such representations and warranties are true and correct, correct (subject to qualifications and limitations contained therein) and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser Buyer shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed by Buyer or complied with at or prior to the Closing Date. Purchaser Buyer shall have delivered to the Sellers Shareholders a certificate, dated as of the Closing Date, and signed by an executive officer thereofofficer, certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed complied with and complied with, in all material respectsperformed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Company Parties contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except: except (ia) for changes specifically permitted by or disclosed pursuant to this Agreement; Agreement and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser Each of the Company Parties shall have performed and or complied with in all material respects with all of its their obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. Purchaser Each of the Company Parties shall have delivered to the Sellers Parent a certificate, dated as of the Closing Date, and Date (which in the case of the Company shall be duly signed by an executive officer thereofthe Company's Chief Executive Officer and principal accounting officer), certifying that such representations and warranties are true and correct, correct in all material respects and that all such obligations have been performed and complied with, with in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Company and the Members contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes matters specifically permitted by or disclosed pursuant on any schedule to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Purchaser The Company and the Members shall have performed and complied in all material respects with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Company and the Members shall have delivered to the Sellers Purchaser a certificate, dated as of the Closing Date, and signed by an executive officer thereofduly signed, certifying that such representations and warranties are true and correct, correct in all material respects and that all such obligations have been performed complied with and complied with, in all material respectsperformed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser each of the Buyers contained in this Agreement and the Transaction Documents shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (ia) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Buyers shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Buyers shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant on any schedule to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Purchaser Seller shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed by or complied with by Seller at or prior to the Closing Date. Purchaser Seller shall have delivered to the Sellers Buyer a certificate, dated as of the Closing Date, and duly signed by an executive officer thereofits President, certifying that such representations and warranties are true and correct, correct and that all such obligations have been complied with and performed and complied with, in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; , and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. The Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Purchaser shall have delivered to the Sellers Shareholder a certificate, dated as of the Closing Date, and signed by an executive officer thereofofficer, certifying that applying the Knowledge Standards set forth in Article II, such representations and warranties (subject to the qualifications and limitations contained therein) are true true, correct and correct, complete and that all such obligations have been performed and complied withwith and reaffirming its acknowledgment and agreement under Sections 5.4(b), in all material respects6.11 and 6.12 through the Closing Date.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: the Closing Date except (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and , (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, and (iii) those representations and warranties which by their terms are qualified by materiality shall be true in all respects. Purchaser The Buyer shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Buyer shall have delivered to the Sellers Shareholders Representative a certificate, dated as of the Closing Date, and signed by an executive officer thereofofficer, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respectsthe foregoing (the “Section 9.1 Certificate”).

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Parent Companies contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except: except (ia) for changes specifically permitted by or disclosed pursuant to this Agreement; Agreement and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Parent Companies shall have performed and complied with in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser The Parent Companies shall each have delivered to the Sellers Company a certificate, dated as of the Closing DateEffective Time, and signed by an executive officer thereofofficer, certifying that such representations and warranties are true and correct, correct in all material respects and that all such obligations have been performed and complied with, with in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser the Sellers contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser The Sellers shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser Each of the Sellers shall have delivered to the Sellers Purchaser a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, correct and that all such obligations have been performed and complied with, in all material respects.