INCORPORATION MERGER REPRESENTATIONS. Unless Starwood shall have delivered the written notice to TriNet contemplated in Section 1.7, the representations and warranties of New Starwood set forth in the Incorporation Merger Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of the Closing Date, except to the extent the representation or warranty is expressly limited by its terms to another date, and the Incorporation Merger shall have been effected in accordance with the Incorporation Merger Agreement. TriNet shall have received a certificate confirming the foregoing (which certificate may be qualified by Knowledge to the same extent as such representations and warranties are so qualified) signed on behalf of New Starwood by the Chief Executive Officer and the Chief Financial Officer of New Starwood to such effect.
