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, 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 as 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.

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on and as of the Closing Date as if made on and as of such datein all material respects, 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 Acquiror contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on and as of the Closing Date Date, in all material respects, as if though such representations and warranties were 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.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if though such representations and warranties were being made on at and as of such datethe Closing Date, except as affected by transactions contemplated or permitted by this Agreement and except to for changes expressly permitted or contemplated by the extent that any such representation or warranty is made as terms of a specified date, in which case such representation or warranty shall have been true and correct as of such specified datethis Agreement.

Representations and Warranties True. All the The representations and warranties of the Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if though such representations and warranties were being made on at and as of such datethe Closing Date, except as affected by transactions contemplated or permitted by this Agreement and except to for changes expressly permitted or contemplated by the extent that any such representation or warranty is made as terms of a specified date, in which case such representation or warranty shall have been true and correct as of such specified datethis Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on in all respects as of the date made and as of the Closing Date Date, as if though such representations and warranties were made on at and as of such date, except as affected by transactions for changes permitted or 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 dateAgreement.

Representations and Warranties True. All the representations and warranties of Buyer Buyers contained in this 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 as 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 in all material respects as of such specified date.

Representations and Warranties True. All the The representations and warranties of Buyer 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 relate expressly and solely to a particular date or period, in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall which case they will be true and correct on and as of in all material respects at the Closing Date as if made on and as of with respect to such date, except as affected by transactions contemplated date 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 dateperiod.

Representations and Warranties True. All the The representations and warranties of the Buyer contained in this Agreement, and Agreement or in any agreement, instrument, certificate or other document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 with the same force and effect as if though 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.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, Purchase Agreement shall be in all material respects true and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to accurate as of the Closing Date, shall be true except for (a) representations and correct on and as of the Closing Date as if made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent 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), and (b) changes permitted or contemplated by this Purchase Agreement.

Representations and Warranties True. All the representations and warranties of Buyer Buyers contained in this 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 as 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 in all material respects as of such specified date.

Representations and Warranties True. All the representations and warranties of Buyer contained in this 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 as if made in the same language) shall be true and correct on and as of such datethe Closing 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.

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, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date as if though 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 dateClosing Date.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if though such representations and warranties were made on at and as of such date, except as affected by transactions contemplated or permitted by this Agreement for representations and except to the extent 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).

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if made again on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and 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.

Representations and Warranties True. All the The representations and warranties of Buyer 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 relate expressly and solely to a particular date or period, in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall which case they will be true and correct on and as of in all material respects at the Closing Date as if made on and as of with respect to such date, except as affected by transactions contemplated date 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 dateperiod.

Representations and Warranties True. All the representations and warranties of Buyer Buyers contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on and as of the Closing Date as if made on and as of such dateDate, 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 or the Ancillary Documents.

Representations and Warranties True. All the The representations and warranties of Buyer contained made by Seller in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date as if though such representations and warranties were made on and as of such datethe Closing Date, except as affected by transactions contemplated or for any representation and warranty which specifically relates to an earlier date and any changes permitted by this Agreement and except the terms hereof or consented 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 dateby Purchaser.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, and Agreement or in any agreement, instrument, certificate or other document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 with the same force and effect as if though made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement date 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 datethe date hereof.

Representations and Warranties True. All the The representations and ----------------------------------- warranties of Buyer Purchaser contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if made on and as of such dateDate, except as affected by transactions contemplated or permitted by this Agreement and 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 dateearlier date and shall be deemed to have been made on and as of the Closing Date.

Representations and Warranties True. All the The representations and warranties of Buyer contained made by Purchaser in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date as if though such representations and warranties were made on and as of such datethe Closing Date, except as affected by transactions contemplated or for any representation and warranty which specifically relates to an earlier date and any changes permitted by this Agreement and except the terms hereof or consented 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 dateby Seller.

Representations and Warranties True. All the representations and warranties of Buyer Sellers and the Company contained in this 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 as 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.

Representations and Warranties True. All the representations and warranties of Buyer Buyers contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on and as of the Closing Date as if made on and as of such dateDate, 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.

Representations and Warranties True. All the representations and ----------------------------------- warranties of Buyer contained in this 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 as 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.

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

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto Agreement or in connection herewith on or prior to the Closing Date, Schedules hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as if though made on and as of such datethe Closing Date, except as affected by transactions contemplated or permitted by this Agreement and 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 dateeffected by transactions contemplated by this Agreement.

Representations and Warranties True. All of the representations and warranties of the Buyer contained in this AgreementAgreement (including, and in any agreementwithout limitation, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Disclosure Schedule) shall be true and correct in all material respects on and as of the Closing Date as if though such representations and warranties were 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 Buyer shall have been true and correct as of such specified datedelivered certificates to that effect at the Closing.

Representations and Warranties True. All the The representations and warranties of Buyer Sellers contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on and as of the Closing Date in all material respects, as if though such representations and warranties were 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.

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser contained in this Agreement shall 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 any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, which case they shall be true and correct on and as of in all material respects at the Closing Date as if made on and as of with respect to such date, except as affected by transactions contemplated date 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 dateperiod.

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 if made on of a certain date, which shall be true and accurate in all material respects as of such certain 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).

Representations and Warranties True. All the The representations and warranties of Buyer contained made by Seller in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date as 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 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 dateconsented to by Purchaser.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if though such representations and warranties were made on at and as of such date, except as affected by transactions for changes expressly permitted or 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 dateAgreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this AgreementAgreement will be true, complete and accurate in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to all material respects as of the Closing Date, shall be true date when made and correct on at and as of the Closing Date Date, as if though such representations and warranties were made on at and as of such datetime, except as affected by transactions for changes permitted or contemplated or permitted by in this Agreement 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.date or period;

Representations and Warranties True. All the The representations and warranties of Buyer Seller contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if though such representations and warranties were made on at and as of such date, except as affected by transactions contemplated or permitted by this Agreement for (a) representations and except to the extent 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) and (b) changes permitted or contemplated by this Purchase Agreement.

Representations and Warranties True. All the Except as otherwise permitted by this Agreement, all representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, herein shall be true and correct in all material respects on and as of the Closing Date as if though made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent 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 datetime.

Representations and Warranties True. All Each of the representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 on and as of the Closing Date as 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 dateClosing Date.

Representations and Warranties True. All of the representations and warranties of Buyer contained set forth in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as (or 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 only as of such specified date) except to the extent the 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 Seller (whether for itself or for the Company) contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on and as of the Closing Date in all material respects, as if though such representations and warranties were 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.

Representations and Warranties True. All the The representations and warranties of Buyer Purchaser contained in this AgreementAgreement (excluding any representation or warranty that is made as of a specific date, which representations and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, warranties shall be true as of such specific dates) shall be true and correct on and in all material respects as of the Execution Date and the Closing Date with the same force and effect as if though they had been 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 datedates.

Representations and Warranties True. All the representations ----------------------------------- and warranties of Buyer Sellers contained in this 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 as 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.

Representations and Warranties True. All the representations and warranties of Buyer Seller and the Company contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date as 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.

Representations and Warranties True. All the The representations and warranties of Buyer the Purchaser contained in this Agreement shall be in all material respects true, complete and accurate as of the date when made and at and as of such 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 any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, which case they shall be true and correct on and as of the in all material respects at such Closing Date as if made on and as of with respect to such date, except as affected by transactions contemplated date 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 dateperiod.

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith 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 as if made Date) shall be true and correct in all material respects on and as of such datethe Closing 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 in all material respects as of such specified date.

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

Representations and Warranties True. All the all representations and warranties of Buyer the Purchaser contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as 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 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 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 each Seller contained in this Agreement, Agreement shall have been true and correct in any agreement, instrument, or document delivered pursuant hereto or in connection herewith all material respects on or prior to and as of the Closing Date, date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same effect as if though made on and as of such datethe Closing Date, except for representations and warranties that speak only as affected by transactions contemplated or permitted by this Agreement and except 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 datedate or time).

Representations and Warranties True. All of the representations and warranties made by Seller in Article II of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date as if though such representations and warranties were made on and as of such datethe Closing Date, except as affected by transactions contemplated or permitted by this Agreement and 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.complied with all

Representations and Warranties True. All Each of the representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as 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 aforesaid as of such specified date.;

Representations and Warranties True. All the The representations and warranties of made by each Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if though such representations and warranties had been made or given on and as of such the Closing Date (except for representations and warranties that relate to a specific 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).

Representations and Warranties True. All of the ----------------------------------- representations and warranties of Buyer the Purchaser contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on and in all material respects as of the Shares Closing Date or the Option Closing Date, as if made on and as of such datethe case may be, except as affected by transactions for changes 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 in all material respects as of such specified date.

Representations and Warranties True. All the all representations and warranties of Buyer the Vendors contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if made on and as of such dateDate, except as affected by transactions contemplated or permitted by this Agreement and 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 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 Purchaser and Guarantor contained in this AgreementAgreement shall, taken as a whole, be true, complete and accurate in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to all material respects as of the Closing Date, shall be true date of this Agreement and correct on at and as of the Closing Date as if though such representations and warranties were made on at and as of such date, except as affected by transactions contemplated or permitted by this Agreement date (other than representations and except to the extent that any such representation or warranty is warranties made as of a specified another stated date, in which case such representation or warranty representations and warranties shall have been true true, complete and correct accurate in all material respects as of such specified date).

Representations and Warranties True. All of the representations and warranties of Buyer the Purchaser contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on and in all material respects as of the Shares Closing Date or the Option Closing Date, as if made on and as of such datethe case may be, except as affected by transactions for changes 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 in all material respects as of such specified date.

Representations and Warranties True. All of the representations and warranties of Buyer contained set forth in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior Agreement that are qualified as to the Closing Date, materiality shall be true and correct on 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 such date, except as affected by transactions contemplated or permitted by this Agreement and the Closing Date (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).

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, and or in any agreement, instrument, or document written statement that shall be delivered pursuant hereto or in connection herewith on or prior to the Closing DatePurchaser by Sellers under this Agreement, shall be true and correct on and as of the Closing Date as if though made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent 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 datetime.

Representations and Warranties True. All The representations and warranties of Purchaser contained in this Agreement shall 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 specifically permitted or contemplated by 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, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, which case they shall be true and correct on and as of in all material respects at the Closing Date as if made on and as of with respect to such date, except as affected by transactions contemplated date 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 dateperiod.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this AgreementAgreement made by the Purchaser shall have been true in all material respects when made, 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 as if though such representations and warranties were made on and as of at 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.

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, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if though such representations and warranties were made on at 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 dateClosing Date.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this AgreementAgreement shall be in all material respects true and accurate as of the date when made, and, except as to representations and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or 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 correct on accurate at and as of the Closing Date as 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 dateClosing Date.

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, and or in any agreement, instrument, or document written statement that shall be delivered pursuant hereto or in connection herewith on or prior to the Closing DatePurchaser by Sellers under this Agreement, shall be true and correct on and as of the Closing Date as if though made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent 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 datetime.

Representations and Warranties True. All the The representations and warranties of made by Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall Agreement must be true and correct in all material respects on and as of the Closing Date with the same effect as if though such representations and warranties had been made or given 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 dateClosing Date.

Representations and Warranties True. All Each of the representations and warranties of Buyer contained in this Agreement, Agreement shall have been true and correct in any agreement, instrument, or document delivered pursuant hereto or in connection herewith all material respects on or prior to and as of the Closing Date, date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same effect as if though made on and as of such datethe Closing Date, except for representations and warranties that speak only as affected by transactions contemplated or permitted by this Agreement and except 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 datedate or time).

Representations and Warranties True. All the The representations and warranties of Buyer Sellers contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if made on and as of such date, except as affected by transactions contemplated or permitted by this Agreement and 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).

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Date shall be true and correct in all material respects on and as of the Closing Date as 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 in all material respects as of such specified date.

Representations and Warranties True. All Each of the representations and warranties of Buyer contained Seller (i) in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on 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 if though such representation and warranty were made on and as of such datethe Closing Date, except as affected by transactions contemplated or permitted by this Agreement for representations and except to the extent that any such representation or warranty is made 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.

Representations and Warranties True. All the The representations and warranties of Buyer contained made by Purchaser in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if though such representations and warranties were made on and as of such datethe Closing Date, except as affected by transactions contemplated or for any representation and warranty which specifically relates to an earlier date and any changes permitted by this Agreement and except the terms hereof or consented 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 dateby Seller.

Representations and Warranties True. All the representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct on and as of the applicable Closing Date as if made on and as of such dateDate, 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 or the Ancillary Documents.

Representations and Warranties True. All the representations and warranties of Buyer Seller and the Company contained in this 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 as 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.

Representations and Warranties True. All the The representations and warranties of Buyer contained Sellers in this Agreement, Agreement and in any agreement, instrument, agreement or document delivered pursuant hereto or in connection herewith on or prior to with the Closing Date, shall be 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 if made on of a specific date or time (which need only be true and correct in all material respects as of such date, except as affected by transactions contemplated date 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 datetime).

Representations and Warranties True. All of the representations and warranties of the Buyer contained in this AgreementAgreement (including, and in any agreementwithout limitation, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Disclosure Schedule) shall be true and correct in all material respects (except that where any 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 and as of the Closing Date as if though such representations and warranties were 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 Buyer shall have been true and correct as of such specified datedelivered certificates to that effect at the Closing.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, 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 as if though such representations and warranties were made on at and as of such date, except as affected by transactions contemplated or permitted by this Agreement for (a) representations and except to the extent 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) and (b) changes permitted or contemplated by this Purchase Agreement.

Representations and Warranties True. All of the representations and warranties of Buyer contained in this AgreementAgreement (including, and in any agreementwithout limitation, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Disclosure Schedule) shall be true and correct in all material respects on and as of the Closing Date as if though such representations and warranties were 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 Buyer shall have been true and correct as of such specified datedelivered certificates to that effect at the Closing.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, Agreement and in any agreement, instrument, or document certificate delivered at Closing pursuant hereto or in connection herewith on or prior to the Closing Date, 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 with the same force and effect as if though 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 be true and correct in all material respects as of such specified date, and except to the extent to changes expressly permitted by the terms of this Agreement.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true in all material respects true, complete and correct on and as of accurate at the Closing Date as if such representations and warranties were made on at and as of such date, except as affected for changes expressly permitted or contemplated by transactions contemplated or permitted by the terms of 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 dateAgreement.

Representations and Warranties True. All the The representations and warranties of Buyer Seller contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true in all material respects true, complete and correct on and as of accurate at the Closing Date as if such representations and warranties were made on at and as of such date, except as affected for changes expressly permitted or contemplated by transactions contemplated or permitted by the terms of 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 dateAgreement.

Representations and Warranties True. All of the representations and warranties of each Buyer contained in this AgreementAgreement shall be materially true and correct (other than any such representations which are already qualified by materiality, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, which shall be true and correct in all respects) in all respects on and as of the applicable Closing Date as if though such representations and warranties were 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.

Representations and Warranties True. All the The representations and warranties of Buyer contained in this Agreement, and Agreement or 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 with the same effect as if made on the Closing Date, and as each representation and warranty made therein limited to the knowledge of Buyer shall be true itself, regardless of the knowledge 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 dateBuyer.