Common use of Accuracy of Representations and Warranties Clause in Contracts

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true and correct in all material respects on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The Each of the representations and warranties of the Company contained in Section 2 of this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, with the same effect as if though such representations and warranties had been made on and as of the Closing Datethat date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement and in the Loan Documents or in any certificate or document delivered pursuant hereto or certificate delivered in connection with the transactions contemplated hereby thereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Agreement).

Accuracy of Representations and Warranties. The All representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall have been true and correct when made and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties applicable solely as if made on and as of the Closing Dateto a specified date.

Accuracy of Representations and Warranties. The All representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specified earlier date) on and as of the Closing Date as though made on and as of the Closing Date, as if made on and as of the Closing Dateexcept for changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this the Stock Purchase Agreement herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing Datesuch date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true accurate and correct in all material respects complete on and as of the date hereof and the Closing Date, Date with the same effect as if though such representations and warranties had been made on and or as of the Closing Datesuch date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained and the Company Shareholders set forth in this Agreement or in any document Schedule or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true and correct in all material respects on as of the date of this Agreement, and as of the Closing Date, as if made on except to the extent a representation or warranty is expressly limited by its terms to another date and as of the Closing Datewithout giving effect to any supplemental Schedule.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Agreement).

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement, the other Transaction Documents and any certificate or in any document or certificate other writing delivered in connection with the transactions contemplated hereby pursuant hereto shall be true and correct in all material respects on and as of the Closing Date, as if made date hereof and on and as of the Closing DateDate with the same effect as though made on and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

Accuracy of Representations and Warranties. The All representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby herein shall be true and correct in all material respects on as of the date hereof and at and as of the Closing DateClosing, with the same force and effect as if though made on and as of the Closing Date.Date (except as to any such representation and warranty which relates to a specific date other than the date of signing this Agreement, which shall be true and correct as of such specific date);

Accuracy of Representations and Warranties. The representations and warranties of the Company contained made in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on respects, as of the date hereof and as of the Closing Date, Date as if made on and as of the Closing Datethough then made.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on at and as of the Closing Date, as if and shall be deemed to be made again on and as of such date; it being understood that to the extent that such representations and warranties were made as of a specified date, the same shall continue as of the Closing DateDate to be true in all material respects as of such specified date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any Other Transaction Document, the Securities or in any certificate or document delivered pursuant hereto or certificate delivered in connection with the transactions contemplated hereby thereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Purchase Agreement).

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, as if made on and as date of the Closing Datesuch subsequent closing.

Accuracy of Representations and Warranties. The Each of the representations and warranties of the Company contained and the Subsidiaries in this Agreement or in any document or certificate delivered in connection with and the transactions contemplated hereby other Transaction Documents shall be true and correct in all material respects on and as of the Closing Datedate of the Closing, as if made on except for representations and warranties that speak as of the Closing Datea particular date, which shall be true and correct in all material respects as of such date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any document or certificate delivered pursuant to this Agreement shall be true and correct in connection with all material aspects on the transactions contemplated hereby date when made and shall be repeated at and as of the Closing Date and shall be true and correct in all material respects on and the Closing Date as so made again (unless a representation is made as of the Closing Datea specific date, as if made on and in such event it shall be true and correct in all material respects as of the Closing Datesuch date).

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, Date with the same effect as if though such representation and warranty had been made on and as of the Closing Datethat date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on as of the date when made and as of Closing Date as though made at that time, and the Closing Date, as if made on and as Buyer shall have received a certificate attesting thereto from the Company signed by a duly authorized officer of the Closing DateCompany.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any Other Transaction Document or in any certificate or document delivered pursuant hereto or certificate delivered in connection with the transactions contemplated hereby thereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Purchase Agreement).

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, Date as if though made on at and as of that date, and, if the Closing DateDate is other than the date of this Agreement, the Company shall have delivered to the Purchaser a certificate to that effect.

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, with the same effect as if though such representation and warranty had been made on and as of the Closing Datethat date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Agreement).

Accuracy of Representations and Warranties. The All representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall will, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specified earlier date) on and as of the Closing Date as though made on and as of the Closing Date, as if made on and as of the Closing Dateexcept for changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing Datesuch date.

Accuracy of Representations and Warranties. The All representations ------------------------------------------ and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specified earlier date) on and as of the Closing Date as though made on and as of the Closing Date, as if made on and as of the Closing Dateexcept for changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any certificate or document delivered pursuant hereto or certificate delivered in connection with the transactions contemplated hereby thereto shall be true and correct in all material respects on and as of the Closing Date, with the same effect as if though made on and as of the Closing Date(after giving effect to transactions contemplated by this Agreement).

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on as of the date of this Agreement and as of the each Closing Date, Date as if made on and as of the each Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement the Share and Warrant Purchase Agreements or in any certificate or document delivered pursuant hereto or certificate delivered in connection with the transactions contemplated hereby thereto shall be true correct and correct complete in all material respects on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Agreement).

Accuracy of Representations and Warranties. The representations and warranties of made by each Seller and, until the Closing, Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be will have been true and correct in all material respects on complete as of the Signing Date and as of the Closing Date as though made as of the Closing Date, except to the extent such representations or warranties made as if made on of a specific date will have been correct and complete as of the Closing Datespecified date.

Accuracy of Representations and Warranties. The All representations and ------------------------------------------ warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects respects, in each case as of the date of this Agreement and, except to the extent such representations and warranties speak as of a specified earlier date, on and as of the Closing Date as though made on and as of the Closing Date, as if made on and as of the Closing Dateexcept for any changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. The All representations and warranties of made by the Company (contained in this Agreement Agreement, any Exhibit or in Schedule hereto, or any document certificate or certificate instrument delivered in connection with to the transactions contemplated hereby Purchaser or its representatives by the Company or any of its representatives) shall be true and correct in all material respects on and as of the Closing Date, Date with the same force and effect as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby to Sellers pursuant hereto shall be true and correct in all material respects on and as of the Closing Date, Date as if though made on at and as of that date except for items which are specific as to time and the Closing DateCompany shall have so certified to Sellers in writing.

Accuracy of Representations and Warranties. The representations and warranties of the Company and the Shareholder contained in this Agreement and any documents, certificates or in any document or certificate other writings delivered in connection with the transactions contemplated hereby pursuant hereto shall be true and correct in all material respects on and as of the Closing Date, as if made date hereof and on and as of the Closing DateDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

Accuracy of Representations and Warranties. The representations and warranties of the Company contained set forth in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be are true and correct in all material respects on and as of the Closing Date, as if made on and as of the Closing Date.

Accuracy of Representations and Warranties. The All representations and warranties of by the Company contained and each Principal in this Agreement or in the Other Agreements or in any document or certificate written statement that is delivered in connection with the transactions contemplated hereby shall to Xxxxxxxxx pursuant to this Agreement will be true and correct in all material respects accurate on and as of the Closing Date, Date as if though made on and as of the Closing Datethat date.

Accuracy of Representations and Warranties. The All representations and ------------------------------------------ warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specified earlier date) on and as of the Closing Date as though made on and as of the Closing Date, as if made on and as of the Closing Dateexcept for changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this the Recapitalization Agreement or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true and correct in all material respects on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any certificates or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Agreement).

Accuracy of Representations and Warranties. The All representations and warranties of the Company contained set forth in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby of Company shall be true true, accurate and correct in all material respects on and complete as of the Closing Date, as if made on and as of the Closing Date.Closing; and

Accuracy of Representations and Warranties. The All representations and warranties of the Company contained in this Agreement herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any certificate or document delivered pursuant hereto or certificate delivered in connection with the transactions contemplated hereby herewith including that certain Strategic Alliance Agreement and Registration Rights Agreement of even date hereof shall be true correct and correct in all material respects complete on and as of the applicable Closing Date, Date with the same effect as if though made on and as of the Closing Datesuch date.

Accuracy of Representations and Warranties. The All of the representations and warranties of the Company contained set forth in this Agreement or in any document or certificate delivered in connection with (except to the transactions contemplated hereby extent such representations and warranties expressly relate to an earlier date) shall be true and correct in all material respects on with the same force and as of the Closing Date, effect as if all of such representations and warranties were made on and as of at the Closing Date.

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, Date with the same effect as if though such representation and warranty had been made on and as of the Closing Datethat date.

Accuracy of Representations and Warranties. The representations and warranties of each Shareholder and the Company contained in this Agreement or in any certificate or other document executed and delivered to Purchaser or certificate delivered its counsel in connection with the transactions contemplated hereby shall shall, when made and at and as of the Closing, be true true, complete and correct in all material respects on and as of the Closing Date, as if made on and as of the Closing Date.respects

Accuracy of Representations and Warranties. The representations and warranties of the Members and the Company contained in this Agreement Agreement, the Schedules and Exhibits hereto, or in any closing certificate or document or certificate delivered in connection with to the transactions contemplated hereby Purchaser pursuant hereto shall be true and correct in all material respects on at and as of the Closing Date, Date as if though made on and as of that time, other than such representations and warranties as are specifically made as of another date, and the Closing DateMembers and the Company shall each have delivered to the Purchaser a certificate to that effect.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of this Agreement and the Closing Date, Date as if made on and as of the Closing Date, and the Investor shall have received a certificate of an authorized officer of the Company to such effect on the Closing Date.

Accuracy of Representations and Warranties. The Company’s representations and warranties of the Company contained in this Agreement or and in any certificate or document or certificate delivered in connection with the transactions contemplated hereby shall pursuant to this Agreement will be true and correct in all material respects on and as of the First Closing Date, Date as if made again as of such date; provided, however, that each representation and warranty of the Company in Section 3.1 will be true and correct in all respects on and as of the First Closing DateDate as if made again as of such date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document certificate or certificate written instrument delivered in connection with to any of the transactions contemplated hereby shall Shareholder Parties pursuant hereto shall, when made at and as of the Closing, be true and correct in all material respects on and as of the Closing Date, as if made on and as of the Closing Daterespects.

Accuracy of Representations and Warranties. The representations and warranties of the Company and Buyer contained in this Agreement or in any document document, agreement or certificate instrument delivered by it pursuant hereto shall have been true when made, and, in connection with the transactions contemplated hereby addition, shall be true and correct in all material respects on and as of the Closing Date, Date with the same force and effect as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The All representations and ------------------------------------------ warranties of the Company contained set forth in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained set forth in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on as of the date when made and at and as of the Closing Date, as if made on and as of the Closing DateClosing.

Accuracy of Representations and Warranties. The representations and warranties of the Company Sellers and Horizon contained in this Agreement Agreement, or in any certificate or document delivered to the Company pursuant hereto or certificate delivered in connection with the transactions contemplated hereby thereto shall be true and correct in all material respects on and as of the Closing Date, Date as if though made on at and as of that date except as to items which are specific as to time, and Sellers shall each have so certified to the Closing DateCompany in writing.

Accuracy of Representations and Warranties. The All representations and warranties of by the Company contained in this Agreement or in any document agreement or certificate in any written statement that is delivered in connection with to the transactions contemplated hereby shall Purchaser or Xxxxxxxxx Subsidiary pursuant to this Agreement will be true and correct accurate in all material respects on and as of the Closing Date, Date as if though made on and as of the Closing Datethat date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby Transaction Documents shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document agreement, instrument or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true true, correct and correct in all material respects complete on and as of the Closing Datedate of the First Closing, as if made on and the Company shall have delivered to Purchaser a certificate of the Chief Executive Officer of the Company, dated as of the Closing Datedate of the First Closing, to that effect.

Accuracy of Representations and Warranties. The Shareholders’ and Agency’s representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby and all other related documents shall be true and correct in all material respects on at and as of the Closing Date, Date as if though such representations and warranties were made on and as of at the Closing Date.

Accuracy of Representations and Warranties. The All representations and warranties of made by the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of the each Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document document, agreement or certificate instrument delivered by it pursuant hereto shall have been true when made, and, in connection with the transactions contemplated hereby addition, shall be true and correct in all material respects on and as of the Closing Date, Date with the same force and effect as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the Transactions contemplated by this Agreement).

Accuracy of Representations and Warranties. The representations Each representation and warranties warranty of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the respective Closing Date, Date with the same effect as if though such representation and warranty had been made on and as of the Closing Datethat date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement Companies herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct complete in all material respects on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Purchase Agreement).

Accuracy of Representations and Warranties. The All representations and warranties of the Sellers and the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be being true and correct in all material respects on and as of the Closing Date, as if made on date of this Agreement and as at the time of the Closing DateClosing.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Initial Closing Date, Date or any Subsequent Closing Date with the same effect as if though made on and as of the Initial Closing DateDate or any Subsequent Closing Date (after giving effect to the transactions contemplated by this Agreement).

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct accurate in all material respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with and the transactions contemplated hereby Sellers set forth herein shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date, Date as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of made by the Members and the Company contained in this Agreement or and in any document or certificate delivered in connection with the transactions contemplated hereby applicable Ancillary Documents shall be true and correct in all material respects on and as of the date hereof and the Closing Date, Date as if though made on and as of the Closing Date.;

Accuracy of Representations and Warranties. The representations There presentations and warranties of the Company contained in this Agreement herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true and correct in all material respects on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained set forth in this Agreement or in any document or certificate delivered in connection with and the transactions contemplated hereby other Transaction Documents shall be true true, correct and correct complete in all material respects on and as of the Closing Date, as if made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Owners and the Company contained in this Agreement Agreement, the Schedules and Exhibits hereto, or in any closing certificate or document or certificate delivered in connection with to the transactions contemplated hereby Purchaser pursuant hereto shall be true and correct in all material respects on at and as of the Closing Date, Date as if though made on and as of that time, other than such representations and warranties as are specifically made as of another date, and the Closing DateOwners and the Company shall each have delivered to the Purchaser a certificate to that effect.

Accuracy of Representations and Warranties. The ------------------------------------------ representations and warranties of the Company contained in this Agreement herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Purchase Agreement).

Accuracy of Representations and Warranties. The representations and warranties of the Company contained set forth in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct accurate in all material respects on respects, at and as of the Closing Date, with the same force and effect as if made on at Closing (other than such representations and warranties as are made as of the Closing Dateanother date, which shall be true and accurate in all respects as of such date).

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement Companies herein or in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant hereto shall be true correct and correct in all material respects complete on and as of the Closing Date, Date with the same effect as if though made on and as of the Closing DateDate (after giving effect to the transactions contemplated by this Purchase Agreement).

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on as of the date of this Agreement and as of the each Closing Date, Date as if made on and as of the each Closing Date.. KL2 2831962.3

Accuracy of Representations and Warranties. The All representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specified earlier date) on and as of the Closing Date as though made on and as of the Closing Date, as if made on and as of the Closing Dateexcept for changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. The representations and warranties of the Company Purchaser contained in this Agreement or in any closing certificate or document delivered to the Members or certificate delivered in connection with the transactions contemplated hereby Company pursuant hereto shall be true and correct in all material respects on and as of the Closing Date, Date as if though made on at and as of that date other than such representations and warranties as are specifically made as of another date, and the Closing DatePurchaser shall have delivered to the Members and the Company a certificate to that effect.

Accuracy of Representations and Warranties. The representations and warranties of made by the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date, Date with the same effect as if such representations and warranties had been made or given on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of made by the Company contained Acquiring Companies in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, date with the same force and effect as if though such representations and warranties had been made on and as of the Closing Datedate.

Accuracy of Representations and Warranties. The All representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specified earlier date) on and as of the Closing Date, Date as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company and the Sellers contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby Documents shall be true and correct in all material respects on and as of the Closing Date, as if made and the Investors shall have received a certificate of an officer of the Company to such effect on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company and the Stockholders contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby herein shall be have been true and correct in all material respects on as of the date of this Agreement and as of the Closing Date, Date as if though made on and as of the Closing Date.

Accuracy of Representations and Warranties. The Company's representations and warranties of the Company contained in this Agreement or and in any certificate or document or certificate delivered in connection with the transactions contemplated hereby pursuant to this Agreement shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of the each Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of made by the Company contained and the Shareholders in this Agreement Agreement, including the documents, instruments and agreements to be executed and/or delivered by the Company or in any document or certificate delivered in connection with the transactions contemplated hereby Shareholders pursuant to this Agreement, shall be true and correct in all material respects on at and as of the Closing Date, with the same force and effect as if though such representations and warranties had been made on or given at and as of the Closing DateClosing.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby Documents shall be true and correct in all material respects on (except those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and the date of the Closing Date, as if made on and as of the Closing, and the Investors shall have received a certificate of an officer of the Company to such effect on the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained set forth in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby Transaction Documents shall be true true, correct and correct complete in all material respects on and as of the Closing Date, as if made on and as of the Closing Date.

Accuracy of Representations and Warranties. The representations and warranties of the Company contained set forth in this Agreement or in any document or certificate delivered in connection with the transactions contemplated hereby shall be true true, correct and correct complete in all material respects on and as of the Closing Date, as if made on and as date of the Closing DateClosing.