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

Representations and Warranties True at Closing. All representations and warranties of Seller contained in this Agreement, or in any written statement, Exhibit or Schedule delivered to Buyer by Seller under this Agreement, shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, as of the Closing Date.

Representations and Warranties True at Closing. All representations and warranties of Seller Buyer contained in this Agreement, or in any written statement, Exhibit or Schedule delivered by Buyer to Buyer by Seller the Selling Shareholders and Valence under this -42- 50 Agreement, shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, as of the Closing Date.

Representations and Warranties True at Closing. All Each of the representations and warranties of Seller contained Purchaser in this Agreement, or in any written statement, Exhibit or Schedule delivered to Buyer by Seller under this Agreement, Agreement shall have been true and correct, correct in all material respects, when made respects as of the date of this Agreement and shall be true and correct, correct in all material respects, respects as of the Closing DateDate as if made on such date.

Representations and Warranties True at Closing. All Buyer shall use reasonable and diligent efforts to assure that all representations and warranties of Seller contained Buyer set forth in this Agreement, or Agreement and in any written statement, Exhibit or Schedule statements delivered to the Selling Shareholders and Valence by Buyer by Seller under this Agreement, shall have been Agreement are true and correct, in all material respects, when made and shall be true and correct, in all material respects, correct as of the Closing Date, and that all conditions stated herein to the obligations of the Selling Shareholders and Valence are satisfied as soon as practicable and on or before the Closing Date.

Representations and Warranties True at Closing. All representations and warranties of Seller the Selling Shareholders and Valence contained in this Agreement, or in any written statement, Exhibit or Schedule delivered to Buyer by Seller the Selling Shareholders and Valence under this Agreement, shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, as of the Closing Date.

Representations and Warranties True at Closing. All The representations and warranties of Seller and the Shareholders contained in this Agreement, or in any written statement, Exhibit or Schedule delivered including the schedules to Buyer by Seller under this Agreement, shall have been be true as of the Closing Date. The schedules to this Agreement and correct, in all material respects, when made any other documents referred to herein and delivered by Seller pursuant hereto (including the Most Recent Balance Sheet) shall be true true, correct and correct, in all material respects, complete with respect to the subject matter thereof as of the Closing Date.

Representations and Warranties True at Closing. All The representations and warranties of Seller Buyer contained in this Agreement, including any exhibits or in any written statement, Exhibit or Schedule delivered to Buyer by Seller under this Agreementattachments hereto, shall have been true be true, correct and correct, complete in all material respects, when made and shall be true and correct, in all material respects, Material respects as of the Closing Date.

Representations and Warranties True at Closing. All Each of the representations and warranties of Seller contained Purchaser in this Agreement, or in any written statement, Exhibit or Schedule delivered to Buyer by Seller under this Agreement, Agreement shall have been true and correct, correct in all material respects, when made respects as of the date of this Agreement and shall be true and correct, correct in all material respects, respects as of the Closing Date.Date as if made on such date. 16 Section 6.2

Representations and Warranties True at Closing. All representations and warranties of Seller contained Buyer set forth in this Agreement, or Agreement and in any written statement, Exhibit or Schedule delivered to Buyer by Seller under this Agreement, shall have been the Exhibits will be true and correct, correct in all material respects, when made and shall be true and correct, in all material respects, respects as of the Closing Date as if made on that Date.

Representations and Warranties True at Closing. All Each of the representations and warranties of Seller contained in this Agreement, or in any written statement, Exhibit or Schedule delivered to Buyer by Seller under this Agreement, Agreement shall have been true and correct, correct in all material respects, when made respects as of the date of this Agreement and shall be true and correct, correct in all material respects, respects as of the Closing Date.Date as if made on such date. b.

Representations and Warranties True at Closing. All The representations and warranties of Seller contained in this Agreement, including any exhibits or in any written statement, Exhibit or Schedule delivered to Buyer by Seller under this Agreementattachments hereto, shall have been true be true, correct and correct, complete in all material respects, when made and shall be true and correct, in all material respects, Material respects as of the Closing Date.

Representations and Warranties True at Closing. All Each of the representations and warranties of Seller contained Buyer in this Agreement, or in any written statement, Exhibit or Schedule delivered to Buyer by Seller under this Agreement, Agreement shall have been true and correct, correct in all material respects, when made respects as of the date of this Agreement and shall be true and correct, correct in all material respects, respects as of the Closing Date.Date as if made on such date. b.