Common use of Accuracy of Representations and Warranties Clause in Contracts

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will be true and correct at the Closing Date with the same force and effect as if made on that date.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth made by Buyer in this Agreement and and/or in any agreement, certificate or other document required to be written statement delivered or given to Purchaser by Seller pursuant to Buyer under this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on and as of that date.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth made by the Buyer in this Agreement and and/or in any agreement, certificate or other document required to be the written statement delivered or given to Purchaser by Seller pursuant to the Buyer under this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on that dateand as of such dates.

Accuracy of Representations and Warranties. All representations and warranties of made by Seller set forth and the Shareholders in this Agreement and Agreement, in any agreementSchedule(s) hereto, certificate or other document required and/or in any written statement delivered to be delivered or given to Purchaser by Seller pursuant to Buyer under this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on and as of that date.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyer contained in this Agreement or in any such other agreementdocument, certificate agreement or document will instrument delivered by it pursuant hereto shall have been true, in all material respects, when made, and in addition, shall be true true, in all material respects, on and correct at as of the Closing Date with the same force and effect as if though made on that dateand as of the Closing Date.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth and the Shareholders contained in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true in all material respects on and correct at as of the Closing Date with the same force and effect as if made on that dateDate.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will written statement that shall be delivered to Buyer under this Agreement shall be true on and correct at as of the Closing Date with the same force and effect as if though made on at that datetime.

Accuracy of Representations and Warranties. All representations and warranties of made by Seller set forth in this Agreement and Agreement, in any agreementschedule(s) hereto, certificate or other document required and/or in any written statement delivered to be delivered or given to Purchaser by Seller pursuant to the Buyer under this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on that dateand as of such dates.

Accuracy of Representations and Warranties. All representations and warranties of Seller Purchaser set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Seller by Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will be true and correct at the Closing Date with the same force and effect as if made on that date.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth made by the Shareholders in this Agreement and Agreement, in any agreementSchedule(s) hereto, certificate or other document required and/or in any written statement delivered to be delivered or given to Purchaser by Seller pursuant to the Buyer under this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on and as of that date.

Accuracy of Representations and Warranties. All representations Each representation and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser warranty made by Seller pursuant to this Agreement or referred to Buyer in this Agreement or given on its behalf hereunder or in any such schedule, certificate, instrument or other agreement, certificate or document will delivered pursuant hereto shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if though such representations and warranties had been made or given on that dateand as of the Closing Date.

Accuracy of Representations and Warranties. All Each of the representations and warranties of made by Seller set forth in this Agreement and in any agreement, certificate or each of the other document required to be agreements and instruments delivered or given to Purchaser in connection with the transactions contemplated by Seller pursuant to this Agreement or referred to shall have been accurate in all material respects as of the date of this Agreement or Agreement, and shall be accurate in any such other agreement, certificate or document will be true and correct at all material respects as of the Closing Date with the same force and effect as if made on that datethe Closing Date except for items specifically permitted by this Agreement or consented to in writing by Purchaser (without giving effect to any update to the Disclosure Schedule).

Accuracy of Representations and Warranties. All The representations and warranties of Seller the Sellers set forth out in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true , accurate and correct not misleading as at the Closing Date with reference to the same force facts and effect as if made on that datecircumstances then existing.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth contained in this Agreement and Agreement, in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement the Disclosure Schedule or in any such other agreement, closing certificate or document will delivered to Fiserv and Buyer pursuant hereto shall be true and correct at and as of the date of this Agreement and shall be true and correct at and as of the Closing Date with as though made at and as of that time other than such representations and warranties as are specifically made as of another date, and the same force Company and effect as if made on Seller shall each have delivered to Fiserv and Buyer certificates to that dateeffect.

Accuracy of Representations and Warranties. All Each of the representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, certificate document or document will agreement referenced in this Agreement and signed or delivered by or on behalf of Seller shall be true and correct at in all material respects as of the Closing Date with the same force and effect as if though such representations and warranties had been made on that dateand as of the Closing Date.

Accuracy of Representations and Warranties. All The representations and warranties of the Seller set forth out in this Agreement shall be true, accurate and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will be true and correct not misleading as at the Closing Date with reference to the same force facts and effect as if made on that datecircumstances then existing.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, Seller Document or closing certificate or document will delivered to Buyer pursuant hereto shall be true and correct at and as of the Closing Date with the same force as though made at and effect as if of that time other than such representations and warranties as are specifically made on as of another date, and Seller shall have delivered to Buyer a certificate to that dateeffect.

Accuracy of Representations and Warranties. All The representations and warranties of Seller the Buyer set forth out in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct accurate as at the Closing Date with reference to the same force facts and effect as if made on that datecircumstances then existing.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth each of the Sellers contained in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct in all material respects as made, both on the date of this Agreement and at and as of the Closing Date with the same force and effect as if made on that dateDate.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth Buyer or its permitted assignee contained in this Agreement (and any document delivered in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will connection herewith) shall be true and correct complete in all material respects at and as of the Closing Date with the same force as though made at and effect as if made of that time and Seller shall have received a certificate, executed on behalf of Buyer or its permitted assignee by an officer thereof, to that dateeffect.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to and the Owners contained in this Agreement or in any such other agreement, certificate agreement or document written statement delivered by Seller or any of the Owners to Purchaser pursuant to this Agreement that are qualified as to materiality will be true and correct at in all respects and those not so qualified shall be true and correct in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on and as of that date.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth Buyer contained in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date with Date, except as and to the same force extent that the facts and effect as if made on that dateconditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyer contained in this Agreement or in any such other agreementdocument, certificate agreement or document will instrument delivered by it pursuant hereto shall have been true when made, and, in addition, shall be true on and correct at as of the Closing Date with the same force and effect as if though made on that dateand as of the Closing Date.

Accuracy of Representations and Warranties. All representations and warranties of by the Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to the Owners contained in this Agreement or in any such other agreement, certificate agreement or document written statement delivered by the Seller or any of the Owners to the Purchaser pursuant to this Agreement that are qualified as to materiality will be true and correct at in all respects and those not so qualified shall be true and correct in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on and as of that date.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth Purchaser and Ahead in this Agreement and in any agreementAgreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreementschedule, exhibit, document or certificate or document will furnished to Seller in connection with the transactions contemplated by this Agreement, shall be true on and correct at as of the Closing Date with the same force as though such representations and effect as if warranties were made on and as of that date.

Accuracy of Representations and Warranties. All of the representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, certificate or document will Ancillary Seller Document shall be true and correct at on and as of the Closing Date with as though made at that time, except where such failure to be true and correct shall not result in a material adverse effect on the same force and effect as if made on that dateBusiness, the Business Assets, or the Seller’s ability to consummate the transactions set forth in this Agreement.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyer contained in this Agreement or in any such other agreement, certificate or document will delivered to Seller pursuant hereto shall be true and correct at in all material respects on and as of the Closing Date with the same force as though made at and effect as if made on of that datedates and Buyer shall have delivered to Seller a certificate to such effect.

Accuracy of Representations and Warranties. All Each of the representations and warranties of Seller set forth Buyer made in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date with as though such representations and warranties were made or given on and as of the same force and effect as if made on that dateClosing Date.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyer in this Agreement or in any such other agreement, certificate or document will Transaction Document shall be true and correct accurate at and as of the relevant Closing Date with the same force and effect as if made on that dateat and as of such Closing Date, except for changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement the Sellers and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to the Shareholders contained in this Agreement or in any such other agreement, certificate or document will written instrument delivered to the Buyer by the Sellers and the Shareholders under this Agreement shall be true and correct at in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect Date, as if though made on and as of that date, without giving any effect to any supplement to the Schedules hereto.

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyer in this Agreement or in any such other agreement, certificate or document will written statement delivered by Buyer under this Agreement shall be true on and correct at as of the Closing Date with the same force and effect as if though made on at that datetime.

Accuracy of Representations and Warranties. All Except as specifically permitted by this Agreement, all representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to and the Sole Shareholder in this Agreement or in any such other agreement, certificate written Schedule or document will statement delivered to Purchaser by Seller and the Sole Shareholder under this Agreement shall be true and correct at in all material respects on and as of the Closing Date with the same force and effect as if though made on at that datetime.

Accuracy of Representations and Warranties. All of the representations and warranties of Buyer and Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, certificate or document will Ancillary Buyer Document shall be true and correct at on and as of the Closing Date with as though made at that time, except where such failure to be true and correct shall not result in a material adverse effect on the same force and effect as if made on that dateBuyer’s ability to consummate the transactions set forth in this Agreement.

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties of by the Seller set forth in this Agreement and in any agreementAgreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreementwritten statement that shall be delivered to Buyer by it under this Agreement, certificate or document will shall be true on and correct at as of the Closing Date with the same force and effect as if though made on at that datetime.

Accuracy of Representations and Warranties. All representations representations, warranties and warranties statements of Seller set forth in this Agreement and in any agreementAgreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreementschedule or exhibit attached to this Agreement, certificate or document will shall be true on and correct at as of the Closing Date with the same force and effect as if though made on at that datetime.

Accuracy of Representations and Warranties. All The ------------------------------------------ representations and warranties of Seller Buyer set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will executed and delivered by Buyer pursuant to this Agreement shall be true and correct at accurate on and as of the Closing Date with the same force and effect as if they had been made on that dateat the Closing.

Accuracy of Representations and Warranties. All of the representations and warranties of made by the Seller set forth in this Agreement and shall be true in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to all material respects as of the date of this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will be true and correct at as of the Closing Date with the same force and effect (except as if made on that dateexpressly contemplated or permitted by this Agreement).

Accuracy of Representations and Warranties. All The representations and warranties warranty of Seller set forth Sellers contained in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true in all material respects on and correct at the as of each Closing Date with the same force and effect as if made on that such date, except for those representations and warranties which address matters only as of a particular date (which shall be true in all material respects as of such date).

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth made by Purchaser in this Agreement and and/or in any agreement, certificate or other document required to be written statement delivered or given to by Purchaser by Seller pursuant to under this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on and as of that date.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to the Buyer contained in this Agreement or in any such other agreement, certificate or document will written statement delivered by the Buyer to the Sellers and the Shareholders under this Agreement shall be true and correct at in all respects on and as of the date of this Agreement and on and as of the Closing Date with the same force and effect Date, as if though made on and as of that date, without giving effect to any supplement to the Schedules hereto.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser made by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, certificate or written document will delivered to Buyer pursuant hereto shall be true accurate and correct at in all respects on and as of the date when made, and on and as of the Closing Date with the same force and effect as if made on and as of that date, and Buyer shall have received a certificate dated the Closing Date signed by Seller to the foregoing effect.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreementdocument, certificate agreement or document will instrument delivered by it pursuant hereto shall have been true when made, and, in addition, shall be true in all material respects on and correct at as of the Closing Date with the same force and effect as if though made on that dateand as of the Closing Date.

Accuracy of Representations and Warranties. All Each of the representations and warranties of Seller the Buyer set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser that is qualified by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will materiality shall be true and correct at and as of the Closing Date with the same force and effect as if made on at and as of such time, and each of the representations and warranties that dateis not so qualified shall be true and correct in all material respects at and as of the Closing as if made at and as of such time.

Accuracy of Representations and Warranties. All representations and warranties of made by Seller set forth in this Agreement that are qualified as to materiality and in any agreement, certificate or other document required to be delivered or given to Purchaser the representations made by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will Section 4.1 shall be true and correct at in all respects, and all other representations and warranties made by Seller in this Agreement shall be true and correct in all material respects, on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on and as of that date.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser made by Seller pursuant to this Agreement or referred to Buyer contained in this Agreement or in any such other agreement, certificate or written document will delivered to Buyer pursuant hereto shall be true accurate and correct at in all respects on and as of the date when made, and on and as of the Closing Date with the same force and effect as if made on and as of that date, and Seller shall have received a certificate dated the Closing Date signed by Buyer to the foregoing effect.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyer contained in this Agreement or in any such other agreement, Buyer Document or closing certificate or document will delivered to Seller pursuant hereto shall be true and correct at in all material respects on and as of the Closing Date with the same force as though made at and effect as if made on of that date, other than such representations and warranties as are specifically made as of another date, and Buyer shall have delivered to Seller a certificate to that effect.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, closing certificate or document will delivered by Purchaser to Sellers pursuant hereto shall be true and correct at the time of execution of this Agreement and as of the Closing Date with the same force as though made at and effect as if of that date other than such representations and warranties as are specifically made on that as of another date. Sellers shall have received a certificate signed by duly authorized representatives of Purchaser to such effect.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Selling Parties in this Agreement or in any such other agreement, certificate or document will written statement that shall have been delivered to Buyer by Selling Parties under this Agreement shall be true on and correct at as of the Closing Date with the same force and effect as if though made on and as of that date.

Accuracy of Representations and Warranties. All The ------------------------------------------ representations and warranties of Seller set forth Sellers in this Agreement and Agreement, the Seller Disclosure Schedule or in any agreement, certificate or other document required to be executed and delivered or given to Purchaser by any Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at accurate on and as of the Closing Date with the same force and effect as if they had been made on that dateat the Closing.

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to the Sellers in this Agreement or in any such other agreement, certificate agreement or document in any written statement that is delivered to the Purchaser pursuant to this Agreement will be true in all material respects on and correct at as of the Closing Date with the same force and effect as if though made on that date.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth made by Buyer in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on and as of that date (except those representations and warranties made as of a specified date, which shall be so true and correct as of such specified date).

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, Seller Document or closing certificate or document will delivered to Buyer pursuant hereto shall be true and correct in all material respects at and as of the Closing Date with the same force as though made at and effect as if of that time other than such representations and warranties as are specifically made on as of another date, and Seller shall have delivered to Buyer a certificate to that dateeffect.

Accuracy of Representations and Warranties. All Each of the representations and warranties of Seller set forth contained in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at the Closing Date with the same force in all material respects; provided that any representation or warranty qualified by materiality shall be true and effect as if made on that datecorrect in all respects, and Seller shall have performed and satisfied in all material respects all of its covenants, conditions and agreements and shall have delivered to Purchaser all documents and agreements required by this Agreement to be performed, satisfied or delivered by Seller prior to Closing.

Accuracy of Representations and Warranties. All representations and warranties of made by Seller set forth in this Agreement and or any schedule or exhibit hereto or in any agreement, certificate or other document required to be delivered or given to Purchaser furnished by Seller pursuant to this Agreement are true and correct in all material respects on and as of the date hereof, and Seller has performed or referred to complied in all material respects with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or in any such other agreement, certificate complied with at or document will be true and correct at prior to the Closing Date with the same force and effect as if made on that dateDate.

Accuracy of Representations and Warranties. All The representations and warranties of the Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, Seller Document or closing certificate or document will delivered to the Buyer pursuant hereto shall be true and correct at and as of the Closing Date with as though made at and as of that time other than such representations and warranties as are specifically made as of another date, and the same force and effect as if made on Seller shall have delivered to the Buyer a certificate to that dateeffect.

Accuracy of Representations and Warranties. All The representations and warranties of Seller and the Shareholders set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct in all material respects at and as of the Effective Time of Closing Date with the same force and effect as if made on that dateat and as of such time.

Accuracy of Representations and Warranties. All The representations and warranties of Seller the Sellers set forth out in this Agreement shall be true, accurate and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will be true and correct not misleading as at the Closing Date with reference to the same force facts and effect as if made on that datecircumstances then existing.

Accuracy of Representations and Warranties. All Each of the representations and warranties of Seller set forth made by Purchaser in this Agreement and in any agreement, certificate or each of the other document required agreements and instruments delivered to be delivered or given to Purchaser Seller in connection with the transactions contemplated by Seller pursuant to this Agreement or referred to shall have been accurate in all material respects as of the date of this Agreement or Agreement, and shall be accurate in any such other agreement, certificate or document will be true and correct at all material respects as of the Closing Date with the same force and effect as if made on that datethe Closing Date except for items specifically permitted by this Agreement or consented to in writing by Seller.

Accuracy of Representations and Warranties. All The representations and warranties of Seller the Sellers set forth out in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct accurate as at the Closing Date with reference to the same force facts and effect as if made on that datecircumstances then existing.

Accuracy of Representations and Warranties. All representations Each representation and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser warranty made by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, certificate or document will Collateral Agreement shall be true and correct at in all material respects when made and on and as of the Closing Date with as though made at that time, except to the same force extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and effect correct in all material respects as if made on that of such date.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyer contained in this Agreement or in any such other agreement, Buyer Document or closing certificate or document will delivered to Seller pursuant hereto shall be true and correct at on and as of the Closing Date with the same force as though made at and effect as if made on of that date, other than such representations and warranties as are specifically made as of another date, and Buyer shall have delivered to Seller a certificate to that effect.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreement, certificate or document will delivered pursuant hereto shall be true and correct at in all material respects when made and on and as of the Closing Date with the same force and effect as if though made on at that datetime.

Accuracy of Representations and Warranties. All Except as otherwise ------------------------------------------ permitted by this Agreement, all representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyer in this Agreement or in any such other agreement, certificate or document will written statement delivered by Buyer under this Agreement shall be true on and correct at as of the Closing Date with the same force and effect as if though made on at that datetime.

Accuracy of Representations and Warranties. All The representations and warranties of the Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to the Company contained in this Agreement or in any such other agreement, certificate or document will delivered to the Purchaser pursuant hereto shall be true and correct at (subject to the standard set forth in Section 1.09 hereof) on and as of the Closing Date with the same force and effect as if though made on and as of that date.

Accuracy of Representations and Warranties. All Each of the representations and warranties of the Seller set forth contained in this Agreement and in any agreement, certificate or other document required delivered to be delivered or given to Purchaser by Seller the Buyer pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will hereto shall be true and correct at in all material respects on and as of the Closing Date Date, with the same force and effect as if though made on that and as of the Closing Date (or on the date to which it relates, in the case of any representation or warranty which specifically relates to an earlier date).

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth contained in this Agreement (and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will connection herewith) shall be true and correct in all material respects when made and at and as of the Closing Date with as though made at and as of that time, and Buyer shall have received a certificate, executed by Seller, repeating, as of the same force Closing Date, all such representations and effect as if made on that datewarranties.

Accuracy of Representations and Warranties. All representations and warranties of made by Seller set forth in this Agreement and Agreement, in any agreementSchedule(s) hereto, certificate or other document required and/or in any written statement delivered to be delivered or given to Purchaser by Seller pursuant to the Buyer under this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at in all material respects on and as of the Closing Date with the same force as though such representations and effect as if warranties were made on that dateand as of such dates.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyer contained in this Agreement or in any such other agreement, certificate or document will written statement delivered by Buyer under this Agreement shall be true on and correct at as of the Closing Date with the same force as though such repre sentations and effect as if warranties were made on and as of that date.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to the Buyer contained in this Agreement or in any such other agreement, Buyer Document or closing certificate or document will delivered to the Seller pursuant hereto shall be true and correct at on and as of the Closing Date with the same force as though made at and effect as if made on of that date, other than such representations and warranties as are specifically made as of another date, and the Buyer shall have delivered to the Seller a certificate to that effect.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to Buyers contained in this Agreement or in any such other agreement, certificate or document will delivered to Sellers pursuant hereto shall be true and correct at in all material respects on and as of the Closing Date with the same force as though made at and effect as if made on of that date, and Buyers shall have delivered to Sellers a certificate to that effect.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth made by the Buyer in this Agreement and and/or in any agreement, certificate the written statement delivered by the Buyer or other document required to be delivered or given to Purchaser by Seller pursuant to Buyer under this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will shall be true and correct at in all material respects on and as of each of the Closing Date with the same force as though such representations and effect as if warranties were made on that dateand as of such dates.

Accuracy of Representations and Warranties. All warranties and representations and warranties of by Seller set forth in this Agreement and in any agreementAgreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreementschedule, exhibit, document or certificate or document will furnished to Purchaser in connection with the transactions contemplated by this Agreement, shall be true in all material respects on and correct at as of the Closing Date with the same force and effect as if made on that dateDate.

Accuracy of Representations and Warranties. All representations and warranties of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to contained in this Agreement or in any such other agreementwritten statement delivered by Seller under this Agreement shall be true, certificate or document will be true in all material respects, on and correct at as of the Closing Date with the same force as though such representations and effect warranties were made as if made on of that date.

Accuracy of Representations and Warranties. All The representations and warranties of Seller set forth contained in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement or in any such other agreement, certificate or document will all Related Agreements shall be true and correct at and as of the Closing Date with the same force as though such representations and effect as if warranties were made on that date, and Buyer shall have received a certificate to such effect signed by the President or a Vice President of Seller.