Common use of Representations and Warranties True Clause in Contracts

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement shall be true and correct on and as of the Closing Date in all material respects, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer Acquiror contained in this Agreement shall be true and correct on and as of the Closing Date Date, in all material respects, except to the extent that any as though such representation or warranty is representations and warranties were made as of a specified on such date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct on and as of the Closing Date in all material respectsas if made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct on in all respects as of the date made and as of the Closing Date in all material respectsDate, except to the extent that any as though such representation or warranty is representations and warranties were made as of a specified date, in which case such representation or warranty shall have been true at and correct as of such specified date, except to the extent for changes permitted or contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of the Buyer contained in this Agreement shall be true true, complete and correct on accurate in all material respects as of the date when made and at and as of the Closing Date in all material respects, except to the extent that any as though such representation or warranty is representations and warranties were being made at and as of a specified datethe Closing Date, in which case such representation and except for changes expressly permitted or warranty shall have been true and correct as of such specified date, except to the extent contemplated by the terms of this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement shall be true true, complete and correct on accurate in all material respects as of the date when made and at and as of the Closing Date in all material respects, except to the extent that any as though such representation or warranty is representations and warranties were being made at and as of a specified datethe Closing Date, in which case such representation and except for changes expressly permitted or warranty shall have been true and correct as of such specified date, except to the extent contemplated by the terms of this Agreement.

Representations and Warranties True. All the The representations and warranties of the Buyer contained in this Agreement or in any certificate or other document delivered pursuant to this Agreement shall be true and correct on in all material respects (except for representations and warranties which are by their terms qualified by materiality, which shall be true and correct in all respects) as of the Closing Date in all material respects, except to with the extent that any such representation or warranty is same force and effect as though made as of a specified date, in which case such representation or warranty shall have been true on and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the representations and warranties of Buyer Buyers contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the First Closing Date, shall be true and correct in all material respects on and as of the First Closing Date in all material respectsas if made on and as of such date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Purchase Agreement shall be in all material respects true and correct on and accurate as of the Closing Date in all material respectsDate, except to the extent for (a) representations and warranties that any such representation or warranty is made speak as of a specified date, in specific date or time (which case such representation or warranty shall have been need only be materially true and correct as of such specified datedate or time), except to the extent and (b) changes permitted or contemplated by this Purchase Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement shall will be in all material respects true, complete and accurate as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct on and as of the Closing Date in all material respects, except respects at the Closing with respect to the extent that any such representation date or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreementperiod.

Representations and Warranties True. All the representations and warranties of Buyer Buyers contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Second Closing Date, shall be true and correct in all material respects on and as of the Second Closing Date in all material respectsas if made on and as of such date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement or in the Schedules hereto shall be true and correct in all material respects on and as of the Closing Date in all material respectswith the same effect as though made on and as of the Closing Date, except to the extent that any such representation expressly waived by Seller in writing or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent effected by transactions contemplated by this Agreement.

Representations and Warranties True. All Each of the representations and warranties of Buyer contained in this Agreement that are qualified as to materiality shall be true and correct on complete and any such representations and warranties that are not so qualified shall be true and complete in all material respects, without giving effect to any supplement to the Schedule, in each case as of the date of this Agreement and as of the Closing Date in all material respectsDate, except to the extent that any such representation or warranty is for representations and warranties which are expressly made as of a specified particular date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All The representations and warranties of Purchaser contained in this Agreement will be in all material respects true, complete and accurate as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties of Buyer contained relate expressly and solely to a particular date or period, in this Agreement shall which case they will be true and correct on and as of the Closing Date in all material respects, except respects at the Closing with respect to the extent that any such representation date or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreementperiod.

Representations and Warranties True. All the representations and warranties of Buyer Buyers contained in this Agreement shall be true and correct on and as of the Closing Date in all material respectsDate, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this AgreementAgreement or the Ancillary Documents.

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser contained in this Agreement shall be true in all material respects true, complete and correct on accurate as of the date when made and at and as of the Closing Date in all material respectsClosing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to the extent that any such representation a particular date or warranty is made as of a specified dateperiod, in which case such representation or warranty they shall have been be true and correct as of in all material respects at the Closing with respect to such specified date, except to the extent contemplated by this Agreementdate or period.

Representations and Warranties True. All the representations and warranties of Buyer Buyers contained in this Agreement shall be true and correct on and as of the Closing Date in all material respectsDate, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct as of the date made and (having been deemed to have been made again on and as of the Closing Date in the same language) shall be true and correct on and as of the Closing Date in all material respectsDate, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All Except as otherwise permitted or contemplated by this Agreement and except for representations and warranties that by their terms speak only as of a specified date, each of the representations and warranties of Buyer Seller and Seller's Parent contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date in all material respects, except to the extent that any such representation or warranty is as though made on and as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this AgreementClosing Date.

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date in all material respectsas if made again on and as of such date, except provided, however, that (i) to the extent that any such representation or warranty is qualified by a reference to materiality or Material Adverse Effect, such representation and warranty shall be true and correct in all respects and (ii) any such representation or warranty that is made as of a specified date, in which case such representation or warranty shall have been specific date need only be true and correct in all respects or true and correct in all material respects, as the case may be, as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement shall be in all material respects true and correct on as of the date when made and at and as of the Closing Date in all material respectsas though such representations and warranties were made at and as of such date, except to the extent for representations and warranties that any such representation or warranty is made speak as of a specified date, in specific date or time (which case such representation or warranty shall have been need only be materially true and correct as of such specified date, except to the extent contemplated by this Agreementdate or time).

Representations and Warranties True. All the The representations and warranties of Buyer contained made by Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date in all material respectsas though such representations and warranties were made on and as of the Closing Date, except for any representation and warranty which specifically relates to an earlier date and any changes permitted by the extent that any such representation terms hereof or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except consented to the extent contemplated by this AgreementPurchaser.

Representations and Warranties True. All the The representations and warranties of Buyer Sellers contained in this Agreement shall be true and correct on and as of the Closing Date in all material respects, except to the extent that any as though such representation or warranty is representations and warranties were made as of a specified on such date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained made by Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date in all material respectsas though such representations and warranties were made on and as of the Closing Date, except for any representation and warranty which specifically relates to an earlier date and any changes permitted by the extent that any such representation terms hereof or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except consented to the extent contemplated by this AgreementSeller.

Representations and Warranties True. All of the representations and warranties of the Buyer contained in this Agreement (including, without limitation, the Disclosure Schedule) shall be true and correct in all material respects on and as of the Closing Date in all material respects, except to the extent that any as though such representation or warranty is representations and warranties were made as of a specified on such date, in which case such representation or warranty and the Buyer shall have been true and correct as of such specified date, except delivered certificates to that effect at the extent contemplated by this AgreementClosing.

Representations and Warranties True. All the representations and ----------------------------------- warranties of Buyer contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct on and as of the Closing Date in all material respectsas if made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement or in any certificate or other document delivered pursuant to this Agreement shall be true and correct on in all material respects (except for representations and warranties which are by their terms qualified by materiality, which shall be true and correct to the in all respects) as of the Closing Date in all material respects, except to with the extent that any such representation or warranty is same force and effect as though made on and as of a specified date, in which case such representation or warranty date and shall have been true and correct as of such specified date, except to the extent contemplated by this Agreementdate hereof.

Representations and Warranties True. All the representations and warranties of Buyer Sellers and the Company contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct on and as of the Closing Date in all material respectsas if made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and ----------------------------------- warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects (or where any statement in a representation or warranty expressly contains a standard of materiality such statement shall be true and correct in all respects) on and as of the Closing Date in all material respectsDate, except to the extent that any such a representation or warranty is made as of a specified specific earlier date, in which case such representation or warranty shall have been be true and correct in the manner specified above as of such specified date, except earlier date and shall be deemed to have been made on and as of the extent contemplated by this AgreementClosing Date.

Representations and Warranties True. All of the representations and warranties of Buyer contained set forth in this Agreement that are qualified as to materiality shall be true and correct complete when taken as a whole and any such representations and warranties that are not so qualified shall be true and complete in all material respects when taken as a whole as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date in all material respects, (except to the extent that any such representation or warranty is made as of a specified specific date, in which case such representation or warranty shall have been be true and correct complete, or true and complete, as the case may be, as of such specified date, except to the extent contemplated by this Agreement).

Representations and Warranties True. All the representations and warranties of Buyer Seller and the Company contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date in all material respectsas if made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the all representations and warranties of Buyer the Vendors contained in this Agreement shall be true and correct on and in all respects (without regard to any materiality qualifiers) as of the date hereof and on the Closing Date in all material respectsDate, except to the extent that any such representation or warranty is made given as of a specified date, in which case such representation or warranty shall have been it need only be true and correct as of such specified that date, except to the extent contemplated by this Agreement.any untruth or inaccuracy in the aggregate does not create a Material Adverse Effect;

Representations and Warranties True. All the The representations and warranties of Buyer Sellers contained in this Agreement shall be true and correct on and in all material respects as of the Closing Date date hereof and shall be true and correct in all material respects, respects as if made on the Closing Date (except to the extent that any such representation or warranty is made as representations and warranties of a specified Sellers specifically relate to an earlier date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement).

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement shall be true and correct on and as of the applicable Closing Date in all material respectsDate, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this AgreementAgreement or the Ancillary Documents.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement shall be true and correct on and as of made by the Closing Date in all material respects, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty Purchaser shall have been true in all material respects when made, and correct shall be true in all material respects on the Closing Date as of though such specified representations and warranties were made at such date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement Agreement, and in any Ancillary Document on or prior to the Closing Date, shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Closing Date Date) shall be true and correct in all material respectsrespects on and as of the Closing Date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained made by Purchaser in this Agreement shall be true and correct on in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date and signed by an executive officer of Purchaser ("Purchaser's Closing Certificate"), which certifies that (a) such representations and warranties were true in all material respects, except to the extent that any such representation or warranty is made respects as of a specified datethe date of this Agreement, and (b) such representations and warranties are true in which case such representation or warranty shall have been true and correct all material respects as of such specified date, except to the extent contemplated by this AgreementClosing Date.

Representations and Warranties True. All of the representations and warranties of Buyer the Purchaser contained in this Agreement shall be true and correct on and in all material respects as of the Shares Closing Date in all material respectsor the Option Closing Date, as the case may be, except for changes contemplated by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the Except as otherwise permitted by this Agreement, all representations and warranties of Buyer contained by Sellers in this Agreement Agreement, or in any written statement that shall be delivered to Purchaser by Sellers under this Agreement, shall be true and correct on and as of the Closing Date in all material respects, except to the extent as though made at that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreementtime.

Representations and Warranties True. All the The representations and warranties of Buyer contained made by Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date in all material respects, except as to the extent that any such representation or warranty is made as of a specified date, in which case such representation specifically relates to an earlier date and except for any changes permitted by the terms hereof or warranty shall have been true and correct as of such specified date, except consented to the extent contemplated by this AgreementPurchaser.

Representations and Warranties True. All the Except as otherwise permitted by this Agreement, all representations and warranties of Buyer contained in this Agreement herein shall be true and correct in all material respects on and as of the Closing Date in all material respects, except to the extent as though made at that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreementtime.

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct on and accurate in all material respects as of the Closing Date (other than representations and warranties that address matters only as of a certain date, which shall be true and accurate in all material respects, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct respects as of such specified certain date, except to the extent contemplated by this Agreement).

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser contained in this Agreement shall be true in all material respects true, complete and correct on accurate as of the date when made and at and as of the Closing Date in all material respectsas though such representations and warranties were made at and as of such time, except for changes specifically permitted or contemplated by this Agreement, and except insofar as the representations and warranties relate expressly and solely to the extent that any such representation a particular date or warranty is made as of a specified dateperiod, in which case such representation or warranty they shall have been be true and correct as of in all material respects at the Closing with respect to such specified date, except to the extent contemplated by this Agreementdate or period.

Representations and Warranties True. All the representations ----------------------------------- and warranties of Buyer Sellers contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct on and as of the Closing Date in all material respectsas if made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case case, such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the representations and warranties of Buyer Seller and the Company contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct on and as of the Closing Date in all material respectsas if made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All of the representations and warranties made by Seller in Article II of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date in all material respectsas though such representations and warranties were made on and as of the Closing Date, except to the extent that any such representation or warranty is representations and warranties are expressly made as of a an earlier specified date, in which case such representation or warranty ; the Buyer shall have been true in all material respects performed and correct as of such specified date, except to the extent contemplated by this Agreement.complied with all

Representations and Warranties True. All the all representations and warranties of Buyer the Purchaser contained in this Agreement shall be true and correct on and in all respects (without regard to any materiality qualifier) as of the date hereof and on the Closing Date in all material respects, except to the extent that any such representation or warranty is made as given in respect of a specified particular date, in which case such representation or and warranty shall have been need only be true and correct as of such specified date, and except to the extent contemplated by this Agreement.any untruth or inaccuracy in the aggregate does not create a Material Adverse Effect;

Representations and Warranties True. All Each of the representations and warranties of Buyer contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date with the same effect as though made on and as of the Closing Date, and each of the representations and warranties that is not so qualified by materiality shall be true and correct in all material respects, except to the extent that any such representation or warranty is made respects on and as of a specified date, in which case such representation or warranty shall have been true the Closing Date as if made on and correct as of such specified date, except to the extent contemplated by this AgreementClosing Date.

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser contained in this Agreement (excluding any representation or warranty that is made as of a specific date, which representations and warranties shall be true as of such specific dates) shall be true and correct in all material respects as of the Execution Date and the Closing Date with the same force and effect as though they had been made on and as of the Closing Date in all material respects, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreementdates.

Representations and Warranties True. All Each of the representations and warranties of Buyer each Seller contained in this Agreement shall have been true and correct in all material respects on and as of the date hereof and shall be true and correct in all material respects on and as of the Closing Date in all material respectswith the same effect as though made on and as of the Closing Date, except for representations and warranties that speak only as to the extent that any such representation or warranty is made matters existing as of a specified date, in specific date or time other than the Closing Date (which case such representation or warranty shall have been need only be true and correct as of such specified date, except to the extent contemplated by this Agreementdate or time).

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Purchase Agreement shall be in all material respects true and correct on accurate as of the date when made and at and as of the Closing Date in all material respectsas though such representations and warranties were made at and as of such date, except to the extent for (a) representations and warranties that any such representation or warranty is made speak as of a specified date, in specific date or time (which case such representation or warranty shall have been need only be materially true and correct as of such specified date, except to the extent date or time) and (b) changes permitted or contemplated by this Purchase Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement and in any certificate delivered at Closing pursuant to this Agreement shall be true and correct on in all material respects (except for representations and warranties which are by their terms qualified by materiality, which shall be true and correct in all respects) as of the Closing Date in all material respectswith the same force and effect as though made on and as of such date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been be true and correct in all material respects as of such specified date, and except to the extent contemplated to changes expressly permitted by the terms of this Agreement.

Representations and Warranties True. All of the representations and warranties of Buyer contained set forth in this Agreement shall be true and correct on (disregarding individual qualifications as to materiality) as of the date of this Agreement and as of the Closing Date in all material respects, except to the extent that any such representation (or warranty is if made as of a specified date, in which case such representation or warranty shall have been true and correct only as of such specified date, ) except to the extent contemplated by this Agreementthe failure to so be true and correct, taken as a whole, could not reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder.

Representations and Warranties True. All the The representations and warranties of Buyer the Purchaser contained in this Agreement shall be true in all material respects true, complete and correct on accurate as of the date when made and at and as of the Closing Date in all material respectssuch Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to the extent that any such representation a particular date or warranty is made as of a specified dateperiod, in which case such representation or warranty they shall have been be true and correct as of in all material respects at such specified date, except Closing with respect to the extent contemplated by this Agreementsuch date or period.

Representations and Warranties True. All of the representations and warranties of Buyer contained in this Agreement (including, without limitation, the Disclosure Schedule) shall be true and correct in all material respects on and as of the Closing Date in all material respects, except to the extent that any as though such representation or warranty is representations and warranties were made as of a specified on such date, in which case such representation or warranty and Buyer shall have been true and correct as of such specified date, except delivered certificates to that effect at the extent contemplated by this AgreementClosing.

Representations and Warranties True. All the The representations and warranties of Buyer Seller contained in this Agreement shall be true in all material respects true, complete and correct on accurate at the Closing Date as if such representations and warranties were made at and as of the Closing Date in all material respects, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent for changes expressly permitted or contemplated by the terms of this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement shall will be true true, complete and correct on accurate in all material respects as of the date when made and at and as of the Closing Date in all material respectsDate, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to the extent that any such representation a particular date or warranty is made as of a specified dateperiod, in which case such representation or warranty shall have been they will be true and correct as of at the Closings with respect to such specified date, except to the extent contemplated by this Agreement.date or period;

Representations and Warranties True. All Each of the representations and warranties of Buyer contained in this Agreement shall have been true and correct in all material respects on and as of the date hereof and shall be true and correct in all material respects on and as of the Closing Date in all material respectswith the same effect as though made on and as of the Closing Date, except for representations and warranties that speak only as to the extent that any such representation or warranty is made matters existing as of a specified date, in specific date or time other than the Closing Date (which case such representation or warranty shall have been need only be true and correct as of such specified date, except to the extent contemplated by this Agreementdate or time).

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser and Guarantor contained in this Agreement shall shall, taken as a whole, be true true, complete and correct on accurate in all material respects as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made at and as of such date (other than representations and warranties made as of another stated date, which representations and warranties shall have been true, complete and accurate in all material respects, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct respects as of such specified date, except to the extent contemplated by this Agreement).

Representations and Warranties True. All the The representations and warranties of made by Buyer contained in this Agreement shall must be true and correct in all material respects on and as of the Closing Date in all material respects, except to with the extent that any same effect as though such representation representations and warranties had been made or warranty is made given on and as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this AgreementClosing Date.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement shall be true in all material respects true, complete and correct on accurate at the Closing Date as if such representations and warranties were made at and as of the Closing Date in all material respects, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent for changes expressly permitted or contemplated by the terms of this Agreement.

Representations and Warranties True. All The representations and warranties made by Purchaser in this Agreement qualified by materiality shall be true and correct, and the representations and warranties of Buyer contained made by Purchaser in this Agreement not qualified by materiality shall be true and correct on in all material respects, in each case as of the date of this Agreement and as of the Closing Date in all material respects, except to the extent that any as though such representation or warranty is representations and warranties were made at and as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this AgreementClosing Date.

Representations and Warranties True. All of the ----------------------------------- representations and warranties of Buyer the Purchaser contained in this Agreement shall be true and correct on and in all material respects as of the Shares Closing Date in all material respectsor the Option Closing Date, as the case may be, except for changes contemplated by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the Except as otherwise permitted by this Agreement, all representations and warranties of Buyer contained by the Company or the Sellers in this Agreement Agreement, or in any written statement that shall be delivered to Purchaser by Sellers under this Agreement, shall be true and correct on and as of the Closing Date in all material respects, except to the extent as though made at that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreementtime.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement shall be are true and correct in all material respects on the date hereof and shall be in all material respects true and correct as of the Closing Date in all material respects, except to the extent that any as though such representation or warranty is representations and warranties were made as of a specified date, in which case such representation or warranty shall have been true at and correct as of such specified date, except to the extent for changes expressly permitted or contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained Sellers in this Agreement shall be and in any agreement or document delivered in connection with the transactions contemplated by this Agreement are true and correct on and in all material respects as of the Closing Date and each Transfer Date, other than representations and warranties that expressly speak as of a specific date or time (which need only be true and correct in all material respects, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct respects as of such specified date, except to the extent contemplated by this Agreementdate or time).

Representations and Warranties True. All of the representations and warranties of the Buyer contained in this Agreement (including, without limitation, the Disclosure Schedule) shall be true and correct on and as of the Closing Date in all material respects, respects (except to the extent that where any such statement in a representation or warranty is qualified by a standard of materiality, such statement, as so qualified, shall not have become untrue in any respect) on the Closing Date as though such representations and warranties were made as of a specified on such date, in which case such representation or warranty and the Buyer shall have been true and correct as of such specified date, except delivered certificates to that effect at the extent contemplated by this AgreementClosing.

Representations and Warranties True. All the The representations and warranties of Buyer Seller contained in this Purchase Agreement shall be in all material respects true and correct on accurate as of the date when made and at and as of the Closing Date in all material respectsas though such representations and warranties were made at and as of such date, except to the extent for (a) representations and warranties that any such representation or warranty is made speak as of a specified date, in specific date or time (which case such representation or warranty shall have been need only be materially true and correct as of such specified date, except to the extent date or time) and (b) changes permitted or contemplated by this Purchase Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement shall be in all material respects true and correct on accurate as of the date when made, and, except as to representations and warranties which are expressly limited to a state of facts existing at a time prior to the Closing Date, shall be in all material respects true and accurate at and as of the Closing Date in all material respects, except to as if made on the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this AgreementClosing Date.

Representations and Warranties True. All Each of the representations and warranties of Buyer contained Seller (i) in this Agreement shall be true and correct in all material respects (other than those representations and warranties that are qualified by their terms by reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date as though such representation and warranty were made on and as of the Closing Date in all material respectsDate, except to the extent that any such representation or warranty is made for representations and warranties which address matters as of a specified particular date, in which case such representation or warranty shall have been representations will be true and correct as of such specified particular date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained made by Purchaser in this Agreement shall be true and correct in all material respects (other than representations or warranties qualified by materiality which shall be true and correct in all respects) on and as of the Closing Date in all material respectsas though such representations and warranties were made on and as of the Closing Date, except for any representation and warranty which specifically relates to an earlier date and any changes permitted by the extent that any such representation terms hereof or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date, except consented to the extent contemplated by this AgreementSeller.

Representations and Warranties True. All the The representations and warranties of Buyer Seller (whether for itself or for the Company) contained in this Agreement shall be true and correct on and as of the Closing Date in all material respects, except to the extent that any as though such representation or warranty is representations and warranties were made as of a specified on such date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All of the representations and warranties of each Buyer contained in this Agreement shall be materially true and correct on and as of the Closing Date in all material respects, except to the extent that (other than any such representation or warranty is made as of a specified daterepresentations which are already qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) in all respects on the applicable Closing Date as of though such specified representations and warranties were made on such date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement or in any document delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date in all material respectswith the same effect as if made on the Closing Date, except and each representation and warranty made therein limited to the extent that any such representation or warranty is made as knowledge of a specified dateBuyer shall be true itself, in which case such representation or warranty shall have been true and correct as regardless of the knowledge of such specified date, except to the extent contemplated by this AgreementBuyer.

Representations and Warranties True. All the The representations and warranties of made by each Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date in all material respects, except to with the extent that any same effect as though such representation representations and warranties had been made or warranty is made given on and as of the Closing Date (except for representations and warranties that relate to a specified specific date, in which case such representation or warranty shall have been true and correct as of such specified date, except to the extent contemplated by this Agreement).

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date shall be true and correct in all material respects on and as of the Closing Date in all material respectsas if made on and as of such date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. All Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects (except with respect to representations and warranties that contain materiality qualifiers, which representations and warranties shall be true and correct in all respects as so qualified) on and as of the Closing Date in all material respectsas if made on and as of such date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as aforesaid as of such specified date, except to the extent contemplated by this Agreement.;