Common use of Accuracy of Representations Clause in Contracts

Accuracy of Representations. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time.

Accuracy of Representations. All of the Sellers' representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement Agreement, and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate.

Accuracy of Representations. All of the Each Buyer's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been was accurate in all material respects as of the date of this Agreement and shall be is accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate; provided, that each representation and warranty that is qualified as to materiality was accurate in all respects as of the date of this Agreement, and is accurate in all respects as of the Closing Date as if made on the Closing Date.

Accuracy of Representations. All of the Each Buyer’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been was accurate in all material respects as of the date of this Agreement and shall be is accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate; provided, that each representation and warranty that is qualified as to materiality was accurate in all respects as of the date of this Agreement, and is accurate in all respects as of the Closing Date as if made on the Closing Date.

Accuracy of Representations. All of the Purchaser's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate.

Accuracy of Representations. All of the Sellers’ and Company’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at then made, without giving effect to any supplement to the Scheduled Closing TimeSchedules.

Accuracy of Representations. All of the Seller's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at then made, without giving effect to any supplement to the Scheduled Closing TimeDisclosure Schedule.

Accuracy of Representations. All of the Buyer’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been be accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as the time of the Scheduled Closing Time as if made at the Scheduled Closing TimeClosing.

Accuracy of Representations. All of the Seller’s and Shareholders’ representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at then made, without giving effect to any supplement to the Scheduled Closing TimeSchedules.

Accuracy of Representations. All of the Buyer's representations and --------------------------- warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate.

Accuracy of Representations. All of the Seller’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been be accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as time of the Scheduled Closing Time as if made at the Scheduled Closing TimeClosing.

Accuracy of Representations. All of the Buyer's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been must be accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing TimeDate.

Accuracy of Representations. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing TimeClosing.

Accuracy of Representations. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time.

Accuracy of Representations. All of the Buyer's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate.

Accuracy of Representations. All of the Buyer and Parent’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at the Scheduled Closing Timethen made.

Accuracy of Representations. All of the Buyer's and Parent's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at the Scheduled Closing Timethen made.

Accuracy of Representations. All of the Sellers' and Company's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at then made, without giving effect to any supplement to the Scheduled Closing TimeSchedules.

Accuracy of Representations. All of the Buyer's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate, except for those representations and warranties made of a specified date.

Accuracy of Representations. All of the Buyer's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate, without giving effect to any Supplemental Schedule.

Accuracy of Representations. All of the Purchaser's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate.

Accuracy of Representations. All Each of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time.

Accuracy of Representations. All of the Company’s and Seller’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at the Scheduled Closing Timethen made.

Accuracy of Representations. All of the Sellers’ representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at then made, without giving effect to any supplement to the Scheduled Closing TimeDisclosure Schedule.

Accuracy of Representations. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall will have been accurate in all material respects as of the date of this Agreement and shall will be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time.

Accuracy of Representations. All Each of the representations and warranties made by the Purchaser Buyer in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time.

Accuracy of Representations. All of the representations and warranties made by the Purchaser Buyers in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Timeclosing date.

Accuracy of Representations. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate (it being understood that, for purposes of determining the accuracy of the representations and warranties of the Purchaser, all qualifications based on the word "material" contained in such representations and warranties shall be disregarded).

Accuracy of Representations. All Each of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled Closing Time Date as if made at the Scheduled Closing TimeDate.

Accuracy of Representations. All of the Buyers' representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at the Scheduled Closing Timethen made.

Accuracy of Representations. All of the representations and warranties made by of the Purchaser Company and the Shareholder in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement Agreement, and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate, without giving effect to any supplement to the Exhibits unless specifically accepted by Buyer.

Accuracy of Representations. All of the Buyer’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing TimeDate.

Accuracy of Representations. All of the representations and warranties made by of the Purchaser Seller and the Company in this Agreement (considered collectively), and each of said those representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement Agreement, and shall must be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing TimeClosing, without giving effect to any supplement to the Disclosure Schedule.

Accuracy of Representations. All of the representations and warranties made by the Purchaser and Merger Sub in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been complete and accurate in all material respects as of the date of this Agreement and shall be complete and accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing TimeDate.

Accuracy of Representations. All of the Seller’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at then made, without giving effect to any supplement to the Scheduled Closing TimeDisclosure Schedule.

Accuracy of Representations. All of the representations and warranties made by the Purchaser Seller in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing TimeDate.

Accuracy of Representations. All of the representations and warranties made by the Purchaser Seller in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing TimeClosing.

Accuracy of Representations. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time Date as if made at the Scheduled Closing TimeDate.

Accuracy of Representations. All of the Purchaser's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate, except for those representations and warranties made of a specified date.

Accuracy of Representations. All Each of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time Date as if made at the Scheduled Closing TimeDate.

Accuracy of Representations. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), individually and each in the aggregate) shall be true and correct on and as of said the Closing Date as if made on the Closing Date (except for representations and warranties (considered individually), shall have been accurate in all material respects which address matters only as of the date of this Agreement a particular date, which need only be true and shall be accurate in all material respects correct as of the Scheduled Closing Time as if made at the Scheduled Closing Timesuch date).

Accuracy of Representations. All of the Purchaser's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time as if made at on the Scheduled Closing TimeClosing.

Accuracy of Representations. All of the Buyer’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), ) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled time of the Closing Time as if made at the Scheduled Closing Timethen made.

Accuracy of Representations. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing TimeDate.

Accuracy of Representations. All of the representations and warranties made by the Purchaser Seller in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time, without giving effect to any update to the Disclosure Schedule, except for those made as of a specific date.

Accuracy of Representations. All of the Buyer's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing TimeDate.

Accuracy of Representations. All of the Purchaser's and Merger Subs representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate.

Accuracy of Representations. (a) All of the Buyer's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate, without giving effect to any supplement to the Buyer Disclosure Schedule (except for information provided upon Request).

Accuracy of Representations. All of the Buyer's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing Time.Date. -42-

Accuracy of Representations. All of the representations and warranties made by Xxxxxxxxx and the Purchaser Seller in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement Agreement, and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time, without giving effect to any update to the Disclosure Schedule.

Accuracy of Representations. All of the Buyer's and Acquisition's representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate.

Accuracy of Representations. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at on the Scheduled Closing TimeDate.

Accuracy of Representations. All of the Buyer’s representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said these representations and warranties (considered individually), shall must have been accurate in all material respects as of the date of this Agreement and shall must be accurate in all material respects as of the Scheduled Closing Time Date as if made at on the Scheduled Closing TimeDate, unless all such inaccuracies in the aggregate do not materially adversely affect the benefits obtained by Sellers under this Agreement and the Contemplated Transactions.

Accuracy of Representations. All of the representations and warranties made by the Purchaser and the Acquisition Sub in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time.