Accuracy of Winncom's Representations and Warranties. The representations and warranties of Winncom set forth in this Agreement, including the attached Schedules, shall be true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing as though made at and as of the Closing, except for changes which do not have a Material Adverse Effect on Winncom and except to the extent such representations and warranties are not true and correct by reason of actions permitted or authorized by this Agreement or consented to in writing by Parent and Sub. Parent and Sub shall have received a certificate of Winncom, dated the Closing and duly executed by its President and Secretary as to the accuracy of its representations and warranties.
