Common use of Representations and Warranties True at Closing Clause in Contracts

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The Each of the representations and warranties made by the Buyer Purchaser in this Agreement Agreement, or in any instrument, list, certificate or writing delivered by Purchaser pursuant to this Agreement, shall be true and correct when made and shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing DateClosing.

Representations and Warranties True at Closing. The Each of the representations and warranties made by the Buyer Sellers in this Agreement Agreement, or in any instrument, schedule, list, certificate or writing delivered by Sellers pursuant to this Agreement, shall be true and correct when made and shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Purchaser in or pursuant to this Agreement or given on its behalf hereunder shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at in all material respects, on and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Seller in or pursuant to this Agreement or given on its behalf hereunder shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at in all material respects on and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall must be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer of Seller contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct at and as of in all material respects on the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of again on the Closing Date.

Representations and Warranties True at Closing. The Buyer’s representations and warranties made by the Buyer contained in this Agreement (i) that are qualified by materiality shall be true and correct at and (ii) any such representations and warranties that are not qualified by materiality shall be true and correct in all material respects, in each case, as of the Effective Date and as of the Closing Date with the same effect Date, as though such representations and warranties had been were made or given at on and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Sellers in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The Each of the representations and warranties made by the Buyer of Seller in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct at and in all material respects as of the Closing Date with the same effect as though if made on such representations and warranties had been made or given at and as of the Closing Datedate.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer each Selling Entity in or pursuant to this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Purchaser in or pursuant to this Agreement or given on its behalf hereunder shall be true and correct at correct, in all material respects, on and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing Date.

Representations and Warranties True at Closing. The All of the representations and warranties made by the Buyer Seller in or pursuant to this Agreement or given on its behalf hereunder shall be true and correct at correct, in all material respects, on and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing Date.

Representations and Warranties True at Closing. The representations --------------- --- ---------- ---- -- ------- and warranties made by the Buyer in this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The Each of the representations and warranties made by the of Buyer in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct at and in all material respects as of the Closing Date with the same effect as though if made on such representations and warranties had been made or given at and as of the Closing Datedate.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Purchaser in this Agreement shall be true and correct at and in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations ---------------------------------------------- and warranties made by the Buyer of Seller contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct at and as of in all material respects on the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of again on the Closing Date.

Representations and Warranties True at Closing. The Seller's ---------------------------------------------- representations and warranties made by the Buyer contained in this Agreement agreement shall be true and correct at and as the time of the Closing Date with the same effect closing as though such representations and warranties had been were made or given at closing and as of shall continue to be true at the Closing Datetime payment is due under the Note.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations --------------- --- ---------- ---- -- ------- and warranties made by the Buyer Seller and Services in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer of Purchaser contained in this Agreement Agreement, or in any certificate or document signed by Purchaser pursuant to the provisions hereof, shall be true and correct at on and as of the Closing Date with the same effect in all material respects as though such representations and warranties had been were made or given at on and as of the Closing Datesuch date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Seller in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The All representations and warranties made by the Buyer of Seller set forth in this Agreement shall and in any written statements delivered by Seller to Buyer under this Agreement will also be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been if made or given at and as of the Closing Dateon that date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Buyers in this Agreement shall must be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing Date(excluding any materiality qualifier in such representations and warranties).

Representations and Warranties True at Closing. The representations and warranties made by the of Buyer contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct at and as of in all material respects on the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of again on the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Seller in this Agreement shall be true and correct at and in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made or given at on and as of the Closing Datedate of Closing.

Representations and Warranties True at Closing. The representations and warranties made by the of Buyer contained in this Agreement shall be true true, correct and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and complete in all material respects as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer of Purchaser contained in this Agreement shall be true and correct at and as of on the Closing Date and the date of issuance of the Second Note with the same effect as though such representations and warranties had been if made or given at on and as of the Closing Datesuch dates.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Shareholders in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The Buyer’s representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect closing as though such representations and warranties had been were made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement and in any certificate or document delivered pursuant to the provisions hereof shall be true and correct at and as of the time of Closing Date with the same effect as though such representations and warranties had been are made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Purchaser in this Agreement shall be true and correct at and in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made or given at on and as of the Closing Datedate of the closing.

Representations and Warranties True at Closing. The Seller’s representations and warranties made by the Buyer contained in this Agreement shall be true and correct at in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been were made or given at on and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by of the Buyer Purchaser set forth in this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been if made or given at and as of on the Closing Date.

Representations and Warranties True at Closing. The representations ---------------------------------------------- and warranties made by the of Buyer contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct at and as of in all material respects on the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of again on the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement and the other Transaction Documents to which it is a party 27 -27- shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The Seller’s representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect closing as though such representations and warranties had been were made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall must be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing Date(excluding any materiality qualifier in such representations and warranties).

Representations and Warranties True at Closing. The Buyer's and Seller's representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct at in all respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Parties in this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given in all material respects at and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall must be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing Date.(excluding any materiality qualifier in such representations and warranties). LOULibrary 710692v.4

Representations and Warranties True at Closing. The representations and warranties made by the of Buyer contained in this Agreement shall be true and correct at when made and as of shall be true and correct on the Closing Date with the same effect as though such the representations and warranties had been were made or given at and as of again on the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by of the Buyer Seller contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The representations --------------- --- ---------- ---- -- ------- and warranties made by the Buyer Sellers in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The All representations and warranties made by the Buyer in this Agreement shall be are true and correct at in all material respects when given and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of on the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Stockholder in or pursuant to this Agreement or given on their behalf hereunder shall be true and correct at on and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall must be true and correct in all respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in under this Agreement or any document or instrument delivered to the Seller, or its representatives hereunder, shall be true and correct at and as of in all material respects on the Closing Date with the same force and effect as though such representations and warranties had been made or given at on and as of the Closing Datesuch date, except for changes contemplated by this Agreement.

Representations and Warranties True at Closing. The Seller's representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Purchaser in this Agreement shall be true and correct at and in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made or given at on and as of the Closing Datedate of the Closing.

Representations and Warranties True at Closing. The --------------- --- ---------- ---- -- ------- representations and warranties made by the Buyer in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The All of the representations and warranties made by of the Buyer Seller in this Agreement or in any Other Seller Agreements shall be true and correct at in all material respects as of the date of this Agreement and as of the Closing Date with as if made at the same effect as though such time of the Closing, other than representations and warranties had been made or given at and as of the Closing Datethat expressly refer to a specified time.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer each Seller in or pursuant to this Agreement shall shell be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Seller in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations ---------------------------------------------- and warranties made by the of Buyer contained in this Agreement shall be true and correct at and in all material respects as of the Closing Date Date, with the same effect as though such representations and warranties had been made or given at on and as of the Closing Datesuch date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Company and the Sellers in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Seller in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing DateClosing.

Representations and Warranties True at Closing. The --------------- --- ---------- ---- -- ------- representations and warranties made by the Buyer Seller in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Purchaser in or pursuant to this Agreement or given on their behalf hereunder shall be true and correct at in all material respects, on and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Purchaser in or pursuant to this Agreement or given on its behalf hereunder shall be true and correct at in all material respects, on and as of the Clean-Op Closing Date and the Drape Business Closing Date, as applicable, with the same effect as though such representations and warranties had been made or given at on and as of the Clean-Op Closing Date and the Drape Business Closing Date, as applicable.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Seller in this Agreement shall be true and correct at in all respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing DateClosing.

Representations and Warranties True at Closing. The All representations and warranties made by of the Buyer Seller set forth in this Agreement shall and in any written statements delivered to Buyer by the Seller under this Agreement will also be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been if made or given at and as of the Closing Dateon that date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Buyers in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects (except representations which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date of this Agreement and at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.. A/72217637.12

Representations and Warranties True at Closing. The representations and warranties made by of the Buyer Corporation and of the Sellers set forth in this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been if made or given at and as of on the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Purchaser in this Agreement shall be true and correct at and in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Buyers in this Agreement and in any certificate or document delivered pursuant to the provisions hereof shall be true and correct at and as of the time of Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The All of the representations and warranties made by the Buyer each Seller in or pursuant to this Agreement or given on its behalf hereunder shall be true and correct at on and as of the Initial Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Initial Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct at on and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing DateClosing, except for changes contemplated by this Agreement, and except also for representations and warranties as of a specified time other than the Closing, which shall be true and correct in all material respects at such specified time.

Representations and Warranties True at Closing. The Buyer’s representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Sellers in this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing DateClosing, except for changes contemplated by this Agreement, and except also for representations and warranties as of a specified time other than the Closing, which shall be true and correct in all material respects at such specified time.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Seller and each of its Shareholders in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The Sellers’ representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The All representations and warranties made by the of Buyer set forth in this Agreement shall and in any written statements delivered to Seller by Buyer under this Agreement will also be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been if made or given at and as of the Closing on that Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct at on and as of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The Buyer's representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing Datesuch time.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer and Chemfab in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The Seller's representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect as though such representations and warranties had been were made or given at and as of the Closing DateClosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Purchaser in or pursuant to this Agreement or given on its behalf hereunder shall be true and correct at on and as of the Initial Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Initial Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer Seller in or pursuant to this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The SELLER's representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect closing as though such representations and warranties had been were made or given at and as of the Closing Dateclosing.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement shall be true and correct at and as of the Closing Date with the same effect as though if made at and as of such date, except to the extent that such representations are qualified by the term “material”, or contain terms such as “Material Adverse Effect”, in which case such representations and warranties had been made or given at shall be true and as of the Closing Datecorrect in all respects.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in this Agreement and all other agreements and documents executed in connection herewith shall be true and correct at in all respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given at on and as of the Closing Date.

Representations and Warranties True at Closing. The All representations and warranties made by the Buyer of Seller set forth in this Agreement shall and in any written statements delivered to Buyer by Seller under this Agreement will also be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been if made or given at and as of the Closing on that Date.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer of Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct at and as of on the Closing Date with the same effect as though if made on such representations and warranties had been made or given at and as of the Closing Datedate.

Representations and Warranties True at Closing. The representations and warranties made by the Buyer in or pursuant to this Agreement shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing DateClosing.

Representations and Warranties True at Closing. The ---------------------------------------------- representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects at and as of the Escrow Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Escrow Closing Date; and such representations and warranties shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

Representations and Warranties True at Closing. The representations and warranties made by the of Buyer contained in this Agreement shall be true and correct at and in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given at date hereof and as of the Closing Date, or in case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date.

Representations and Warranties True at Closing. The Buyer’s representations and warranties made by the Buyer contained in this Agreement shall be true and correct at in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been were made or given at on and as of the Closing Date.

Representations and Warranties True at Closing. The Seller's ---------------------------------------------- representations and warranties made by the Buyer contained in this Agreement shall be true and correct at and as the time of the Closing Date with the same effect as though such representations and warranties had been were made or given at Closing and as of shall continue to be true at the Closing Datetime payment is due under the Note.