REPRESENTATIONS AND WARRANTIES OF CARDSYNC. CardSync hereby represents and warrants to iPayment and iPayment Merger Sub that, except as set forth in the disclosure schedule dated as of the date hereof and signed on behalf of CardSync by an authorized officer of CardSync, with each such exception included therein specifically identifying the relevant Section hereto to which it specifically relates (the "CardSync Disclosure Schedule"):
REPRESENTATIONS AND WARRANTIES OF CARDSYNC. Each of the representations and warranties of CardSync contained in this Agreement (i) that are qualified by materiality, including the terms "material," "in any material respects" and "in all material respects" and "CardSync Material Adverse Effect" or words of similar effect, shall be true and correct in all respects when made and as of the Closing, with the same effect as though such representations and warranties had been made on and as of the Closing, and (ii) that are not so qualified by materiality, shall be true and correct in all material respects when made and as of the Closing, with the same effect as though such representations and warranties had been made on and as of the Closing. iPayment shall have received a certificate signed on behalf of CardSync by its Chief Executive Officer to the foregoing effect.
