Common use of REPRESENTATIONS AND WARRANTIES OF SELLER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer as of the date of this Agreement as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure disclosure schedules delivered by Seller to Purchaser concurrently with the execution of this Agreement (the “Seller Schedules”), Seller hereby represents and warrants to Buyer Purchaser that as of the date Signing Date and as of this Agreement as followsthe Closing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer that, except as set forth on the Seller Disclosure Schedule, as of the date hereof and as of this Agreement as followsthe Closing:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller hereby represents and warrants to Buyer as of the date of this Agreement and the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth provided in the Seller's Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer as of on the date of Seller’s execution of this Agreement and on the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure Schedules, Seller hereby represents and warrants to Buyer Buyer, as of the date hereof and, except to the extent expressly made only as of this Agreement an earlier date, as follows:of Closing (giving effect, solely for purposes of Article IX hereof, to any Schedule Update):

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Scheduleson a schedule to this Agreement, Seller represents and warrants to Buyer and ASA that as of the date of this Agreement as followshereof:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure Schedules, Seller hereby represents and warrants to Buyer Buyer, as of the date hereof and, except to the extent expressly made only as of this Agreement an earlier date, as follows:of the Closing (giving effect, solely for purposes of Article IX hereof, to any Schedule Update):

REPRESENTATIONS AND WARRANTIES OF SELLER. Except As of the Execution Date, and also as set forth in of the Disclosure SchedulesClosing Date (except to the extent that any representation is specifically limited by the terms of such representation to the date of this Agreement or another specified date), the Seller hereby represents and warrants to Buyer as of the date of this Agreement as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the disclosure schedule delivered by Seller to Buyer simultaneously with the execution and delivery of this Agreement (the “Disclosure SchedulesSchedule”), Seller hereby represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesLetter, Seller represents and warrants to Buyer as of the date hereof and as of this Agreement the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure SchedulesSchedule, Seller represents and warrants to Buyer as of the date of this Agreement as followshereof that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except As of the date hereof, and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as set forth in of the Disclosure SchedulesClosing Date, Seller represents and warrants to Buyer as of the date of this Agreement as followsfollowing:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise set forth in the disclosure schedule delivered by Seller to Buyer on the date hereof (the “Disclosure SchedulesSchedule”), Seller represents and warrants to Buyer on the date hereof and on the Closing Date (as of though made on the Closing Date and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3) as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller hereby represents and warrants to Buyer as follows, except as otherwise set forth on the Disclosure Schedule, which representations and warranties are, as of the date hereof, and will be, as of this Agreement as followsthe Closing Date, true and correct:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesSchedule, Seller represents and warrants to Buyer as of the date of this Agreement as followshereof that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in ---------------------------------------- the Seller's Disclosure SchedulesSchedule attached hereto as Exhibit D, Seller represents --------- and warrants to Buyer as of the date of this Agreement and as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as Subject to the exceptions specifically set forth in on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement (the “Seller Disclosure SchedulesSchedule”), the Seller represents and warrants to Buyer the Purchaser as of the date Effective Date and as of this Agreement the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth on the disclosure schedule delivered by Seller to Buyer in connection with this Agreement (the “Disclosure SchedulesSchedule”), Seller hereby represents and warrants to the Buyer as follows as of the date of this Agreement as followsDate:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in on the Disclosure SchedulesLetter, Seller hereby represents and warrants to Buyer that, as of the date of this Agreement and as followsof the Closing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the corresponding section of the Disclosure Schedules attached hereto (collectively, the “Disclosure Schedules”) (giving effect to Section 10.10), Seller hereby represents and warrants to Buyer as of the date hereof and as of this Agreement the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth otherwise provided below or in the Disclosure Schedulesdisclosures schedules, Seller represents and warrants to Buyer as of Buyer, on the date of Execution Date and on the Closing Date, the matters set out in this Agreement as followsArticle IV:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, The Seller represents and warrants to Buyer that, except as specifically noted in a Schedule hereto, as of the date of execution of this Agreement as followsAgreement:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Seller hereby represents and warrants to Purchaser that, except as set forth in the applicable corresponding section of the Disclosure Schedules, Seller represents and warrants to Buyer Schedule dated as of the date of this Agreement as follows:hereof and delivered by Seller to Purchaser (the "SELLER DISCLOSURE SCHEDULE"):

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer as of follows on the date of this Agreement as followshereof and on the Closing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth disclosed in the Seller Disclosure Schedules, Seller hereby represents and warrants to Buyer as of the date hereof and as of this Agreement as followsthe Closing Date that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except Prior to execution of this Agreement, Seller has delivered to Buyer the Seller’s Schedules referencing items of disclosure relating to the representations and warranties of Seller contained in this Agreement. As of the date hereof, and (when read in light of the Schedules as set forth and to the extent updated in accordance with the Disclosure Schedulesprovisions of Section 12.1 hereof), as of the Closing Date, Seller represents and warrants to Buyer as of the date of this Agreement as followsfollowing:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except As of the Execution Date and again as set forth in of the Disclosure SchedulesClosing Date, Seller represents and warrants to Buyer that, except as of contained in the date of this Agreement as followsdisclosure Schedules attached hereto and incorporated herein:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer Buyer, as of the date of this Agreement Agreement, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesSchedules to this Agreement, and subject to Section 4.20, Seller represents and warrants to Buyer as of the date hereof and as of this Agreement as followsthe Closing Date to Purchaser that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth disclosed in the Disclosure SchedulesSchedule, Seller represents and warrants to Buyer as of the date of this Agreement and as followsof the Closing that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except Subject to Section 9.04, except as set forth in the Seller Disclosure Schedules, Seller represents and warrants to Buyer Purchaser as of the date hereof and as of this Agreement the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer as of the date hereof and, unless otherwise indicated, as of this Agreement as followsthe Closing Date that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth otherwise indicated in the Seller Disclosure SchedulesSchedule, Seller represents and warrants to Buyer warrants, as of the date hereof and as of this Agreement the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except As of the date of this Agreement (except where a different date is indicated) and as of the Closing Date, and except as set forth in the Seller Disclosure SchedulesLetter (as the same may be updated pursuant to Section 5.8), Seller represents and warrants to Buyer as of the date of this Agreement Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except Seller makes the following representations and warranties and acknowledges that Buyer has relied thereon in entering into this Agreement. Any exceptions to such representations and warranties are as set forth in the schedules attached hereto and referred to herein as Seller’s Disclosure Schedules, Seller represents Schedule. Each such representation and warrants to Buyer warranty is true and correct as of the date of this Agreement as follows:Closing Date.

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in on the Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer Buyer, as of the date of this Agreement as followsAgreement:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesLetter, Seller hereby represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise set forth in the Disclosure SchedulesSchedule attached hereto and incorporated herein by this reference, Seller hereby represents and warrants to Buyer Buyer, as of the date hereof and as of this Agreement the Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer as follows, that as of the date of this Agreement Closing Date, and except as followsset forth in the Disclosure Schedule:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Subject to Seller’s applicable disclosure Schedules, Seller represents and warrants to Buyer Buyer, as of the date of this Agreement Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the corresponding sections of the disclosure schedule of Seller delivered to Buyer concurrently with the execution of this Agreement (the “Seller Disclosure Schedules, Schedule”) Seller represents and warrants to Buyer that, as of the date of this Agreement as followsClosing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller hereby represents and warrants to Buyer the Purchaser Parties as of the date of this Agreement, subject to such exceptions as are specifically disclosed in the disclosure schedules delivered by Seller to the Purchaser Parties concurrently with the execution of this Agreement as follows:(the “Disclosure Schedules”):

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure SchedulesLetter, Seller represents and warrants to Buyer as of the date hereof and as of this Agreement the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise specifically set forth in the Disclosure SchedulesSchedule with respect to identified matters below, Seller Seller, on behalf of itself, and each of its Subsidiaries, hereby represents and warrants to Buyer Purchaser as of the date hereof and as of this Agreement the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except Seller hereby represents and warrants to Buyer as follows, as of the date of this Agreement, except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer as of the date of this Agreement as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesSchedules (such that a disclosure set forth in any section of the Schedules numbered to correspond with any section of the Agreement shall apply to that section only), Seller represents and warrants to Buyer as follows as of the date Closing Date (or as of this Agreement as follows:any other specifically referenced date):

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure SchedulesSchedule, Seller represents and warrants to Buyer as of the date hereof and as of this Agreement as followsthe Closing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesLetter, Seller represents and warrants to Buyer as follows as of the date of this Agreement as followsClosing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in on Seller’s disclosure schedule (the “Seller Disclosure SchedulesSchedule”) attached to this Agreement, Seller represents and warrants to Buyer as of the date of this Agreement as followsClosing Date that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the correspondingly numbered Section of the disclosure schedule delivered by Seller to Purchaser on the date hereof (the “Disclosure SchedulesSchedule”), Seller hereby represents and warrants to Buyer Purchaser that each of the following statements is true and correct as of the date hereof and the Closing Date (or, if made as of this Agreement a specified date, as follows:of such date):

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure correspondingly numbered Section of the Schedules, Seller represents and warrants to Buyer as of the date of this Agreement Effective Date and the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise set forth in on the Seller Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer Purchaser as of the date of this Agreement Execution Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the relevant Seller Disclosure SchedulesSchedules (subject to Section 11.11), Seller represents and warrants to Buyer as of the date hereof and as of this Agreement as followsthe Closing Date that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Sections of the Disclosure SchedulesSchedule indicated below, Seller hereby represents and warrants to Buyer as of the date of this Agreement (or, if made as of a specified date, as of such date) as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure SchedulesSchedule attached to this Agreement (the “Seller Disclosure Schedule”), Seller hereby represents and warrants to Buyer Purchaser as follows as of the date of this Agreement as followsClosing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth Section 3.1 As an inducement to Purchaser to enter into and perform its obligations under this Agreement and in consideration of the Disclosure Schedulescovenants of Purchaser contained herein, Seller represents and warrants to Buyer Purchaser, except as of set forth on the Disclosure Schedule (if any) attached hereto, on the date of this Agreement hereof and on the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except Subject to and as qualified by the matters set forth in the Seller Disclosure SchedulesSchedule in accordance with Section 10.3, Seller represents and warrants to Buyer Buyer, as of the date hereof and as of this Agreement the Closing Date (or such other date specified herein), as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller hereby represents and warrants to Buyer as of the date of this Agreement hereof, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth disclosed in the Seller Disclosure SchedulesSchedule, and subject to Section 12.07, Seller hereby represents and warrants to Buyer Purchaser as follows, as of the date hereof and as of this Agreement as followsClosing:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesSchedules to this Agreement, Seller hereby represents and warrants to Buyer as follows as of the date of this Agreement as followsClosing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller represents and warrants to Buyer that the statements contained in this Section 2.10(b) are correct and complete as of the date of this Agreement and will be correct and complete as follows:of the Closing Date.

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in on the applicable Sections of the Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer Purchaser as of the date of this Agreement hereof as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as may be set forth in on the Disclosure SchedulesSchedule attached to this Agreement that corresponds to the applicable following representations and warranties, Seller represents and warrants to Buyer as of Buyer, on the date of this Agreement hereof and on the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as expressly set forth in on the applicable section of the Seller Disclosure Schedules delivered to Buyer on the Effective Date (the “Seller Disclosure Schedules”), Seller hereby represents and warrants to Buyer as of the date Effective Date and as of this Agreement the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except Seller hereby represents and warrants to the Buyer, as of the date hereof and as of the Closing Date, as follows, except as set forth in on the Disclosure Schedules, Seller represents and warrants to Buyer as of the date of this Agreement as follows:which exceptions

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure SchedulesSchedule delivered by Seller to Purchaser concurrently with the execution hereof, Seller represents and warrants to Buyer Purchaser, as of the date of this Agreement (or, if made as of a specified date, as of such date), as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesSchedule (in accordance with Section 9.13), Seller represents and warrants to Buyer Purchaser as of the date of this Agreement unless otherwise specified as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedulesdisclosure schedules attached hereto, Seller represents and warrants to Buyer as of the date of this Agreement hereof as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the disclosure schedules delivered concurrently with the execution of this Agreement to Buyer (the “Seller Disclosure SchedulesSchedule”), Seller hereby represents and warrants to Buyer as of the date hereof and as of this Agreement the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller's Disclosure SchedulesSchedules or as set forth in this Article 3, Seller hereby represents and warrants to Buyer (a) as of the date of this Agreement Agreement, and (b) as of the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesSchedule furnished to Buyer specifically identifying the corresponding section of this Agreement, or as stated in the particular representation or warranty, Seller hereby represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth disclosed in the Disclosure SchedulesSchedules delivered concurrently herewith by reference to the specific Section or Sections hereof to which the disclosure pertains, Seller hereby represents and warrants to Buyer Buyer, as of the date hereof and as of this Agreement the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller hereby represents and warrants to Buyer that, subject to the exceptions set forth in the disclosure schedule attached hereto as Schedule XVII (the "Seller Disclosure Schedule"), the following statements are true and correct as of the date hereof and as of the Closing Date, and acknowledges that Buyer is entering into this Agreement as followsin reliance thereon:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer as of the date hereof and, with respect to Sections 3.1-3.3 only, as of this Agreement the Closing Date, as follows, in each case subject to such exceptions as are set forth in the attached Disclosure Schedule:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller hereby represents and warrants to Buyer as of the date of this Agreement Agreement, except as otherwise set forth on the Disclosure Schedules, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as Subject to the exceptions and qualifications set forth in the Company Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer Purchaser, as of the date of this Agreement hereof and the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedulesdisclosure schedules attached hereto and delivered by Seller to Buyer on the date of this Agreement, Seller represents and warrants to Buyer as of the date of this Agreement as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure disclosure schedules to this Agreement (the “Schedules”), Seller represents and warrants to Buyer as of the date hereof and as of this Agreement as followsthe Closing Date that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except Seller hereby represents and warrants to Buyer, as of the Agreement Date and as of the Closing Date, that, except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer as of the date of this Agreement as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller hereby represents and warrants to and for the benefit of Buyer as of the date hereof and as of this Agreement the Closing as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth specifically disclosed in the disclosure schedule attached hereto (the “Disclosure SchedulesSchedule”) (referencing the appropriate section and paragraph numbers; [***]), Seller hereby represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesSchedules to this Agreement, Seller represents and warrants to Buyer Purchaser as of the date of this Agreement Agreement, and as of the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer as of the date hereof and as of this Agreement the Closing as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer disclosure schedules dated as of the date of this Agreement as followsand delivered herewith to Buyer, Seller and Shareholder together, jointly and severally, hereby represent and warrant to Buyer that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the disclosure schedule delivered by Seller and the Companies to Buyer on the date hereof concurrently with the execution of this Agreement (the “Disclosure SchedulesSchedule”), Seller represents and warrants to Buyer as of the date hereof and (other than with respect to any representation expressly only made as of this Agreement the date hereof) as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in otherwise provided for on the Disclosure SchedulesSchedule provided to Buyer in due course, Seller Seller, on behalf of itself and its Affiliates, each hereby represents and warrants to Buyer that as of the date of this Agreement as followsClosing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth otherwise provided for or disclosed in the Disclosure Schedulesthis Agreement, Seller hereby represents and warrants to Buyer that as of the date of this Agreement as followsExecution Date and on the Closing Date:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in otherwise indicated on the Disclosure SchedulesSchedules hereto, Seller represents and warrants to Buyer as of the date hereof and as of this Agreement the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth specifically disclosed in the disclosure schedule attached hereto (the “Disclosure SchedulesSchedule”) (referencing the appropriate section and paragraph numbers), Seller represents and warrants to Buyer Buyer, as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the schedule delivered by Seller to Buyer concurrently with the execution of this Agreement (the “Seller Disclosure SchedulesSchedule”), Seller hereby represents and warrants to Buyer as of the date of this Agreement Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure SchedulesSchedule, Seller represents and warrants to Buyer as of the date Signing Date and as of this Agreement as followsthe Closing Date that:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure SchedulesSchedule attached hereto (the “Seller Disclosure Schedule”), Seller represents Sellers hereby represent and warrants warrant to Buyer Purchaser as of the date of this Agreement Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure SchedulesSchedule, Seller hereby represents and warrants to Purchaser as follows as of the Signing Date and the Closing Date (except to the extent a specific date is referenced, in which case Seller represents and warrants to Buyer Purchaser as of the date of this Agreement such date) as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except As a material inducement to Buyer to enter into this Agreement and to consummate the Contemplated Transactions, except as set forth in the Disclosure SchedulesSchedules hereto, Seller hereby represents and warrants to Buyer Buyer, as of the date of this Agreement Date and the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the specific Section of the written statement identified as the disclosure schedule attached to this Agreement (“Disclosure SchedulesSchedule”) relating to a specific and corresponding Section below, Seller represents and warrants to Buyer Buyer, as of the date hereof and as of this Agreement the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in on the Seller Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer Purchaser, as of the Execution Date and as of the Closing Date, as follows (except to the extent a separate date of this Agreement as follows:is specified within the representation and warranty, in which case, the date set forth therein shall apply):

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in on the Disclosure SchedulesSchedules attached to this Agreement, Seller hereby represents and warrants to Buyer Purchaser, as of the date hereof and as of this Agreement the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except Subject to the terms, conditions, provisions and limitations set forth in this Agreement, and in each case except as set forth in on the Disclosure SchedulesSchedule, Seller hereby represents and warrants to Buyer Buyer, as of the date of this Agreement Effective Date and the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Except Seller hereby represents and warrants to Buyer that, except as set forth in the Disclosure Schedules, Seller represents and warrants Schedule delivered to Buyer concurrently with the execution of this Agreement, the following representations and warranties are true and correct as of the date hereof and as of this Agreement as followsthe Closing Date: