Common use of Truth of Representations and Warranties Clause in Contracts

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller Buyer contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Seller on the Closing Date a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller Sellers contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller Sellers shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller Purchaser contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller Purchaser shall have delivered to Purchaser Sellers on the Closing Date a certificatecertificate of an authorized officer of Purchaser, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller the Sellers contained in this Agreement or in any Schedule delivered pursuant hereto and on the Schedules shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller the Purchaser shall have delivered to Purchaser on the Closing Date received a certificatecertificate signed by each Seller, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller the Sellers contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller the Sellers shall have delivered to Purchaser on UPC a certificate dated the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller shall have delivered to Purchaser Buyer on the Closing Date a certificatecertificate of an authorized representative of Seller, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of the Seller contained in this Agreement or in any Schedule delivered pursuant attached hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the Seller shall have delivered to Purchaser on the Closing Date a certificate, dated as of the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller Buyer contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Seller on the Closing Date Date, a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller Buyer contained in this Agreement or in (including any Schedule delivered pursuant hereto hereto) shall be true and correct in all respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller Sellers shall have delivered to Purchaser Buyer on the Closing Date a certificatecertificate of Sellers, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in (including any Schedule delivered pursuant hereto hereto) shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller Buyer contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Seller on the Closing Date a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller Vendor contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and in all material respects as of the Closing Date with the same force and effect as though if such representations and warranties had been made on and as of such date, date and Seller Vendor shall have executed and delivered to Purchaser on a bring-down certificate to that effect (the “Vendor’s Closing Date a certificate, dated the Closing Date, to such effectCertificate”).

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller Buyer contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Sellers on the Closing Date a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Initial Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Initial Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller the Sellers contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date with Date, except (i) to the same effect as though extent such representations and warranties had been are by their express provisions made on and as of such datea specified date and (ii) for the effect of transactions contemplated by this Agreement, and an executive officer of each Seller shall have delivered to the Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller Purchaser contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller Purchaser shall have delivered to Purchaser Seller on the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller Buyer contained in this Agreement the Transaction Documents or in any Schedule delivered pursuant attached hereto or thereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller Buyer shall have delivered to Purchaser on the Closing Date Stockholder a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller Buyer contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller Buyer shall have delivered to Purchaser Sellers on the Closing Date a certificatecertificate of an authorized officer of Buyer, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller Buyers contained in or made pursuant to this Agreement or and in any Schedule schedule, instrument, certificate, agreement or document delivered pursuant hereto to this Agreement shall have been true and correct in all material respects on the date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, date and Seller except that any separate qualification as to materiality shall be disregarded. The Sellers' Representative shall have delivered received a certificate to Purchaser on this effect dated the Closing Date a certificate, dated the Closing Date, to such effectand signed by Buyers.

Truth of Representations and Warranties. The representations and warranties of the Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.deliv-

Truth of Representations and Warranties. The representations and warranties of Seller the Sellers contained in this Agreement or and in any Schedule delivered pursuant or Exhibit attached hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller the Purchaser shall have delivered to Purchaser on received a certificate signed by each of the Closing Date a certificateSellers, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and --------------------------------------- warranties of Seller contained Buyer included in this Agreement or and in any Schedule or other instrument or document delivered pursuant hereto by Buyer hereunder shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except for representations and warranties which by their terms relate to a specific date, which shall remain true and correct as of such date). Seller shall have delivered received a certificate to Purchaser on this effect dated the Closing Date a certificate, dated the Closing Date, to such effectand signed by Buyer.

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on in all material respects when made and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such dateDate, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated as of the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of the Seller contained in this Agreement or in any Schedule Agreement, as updated by Schedules delivered pursuant hereto to Section 9.2.4, shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on in and as of such date, the Closing Date and there shall be delivered by the Seller shall have delivered to Purchaser on the Closing Date a certificate, dated in form and substance reasonably satisfactory to Buyer and its counsel, duly signed by an officer of the Closing Date, Seller to such that effect.

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on the date hereof and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The All representations and warranties of Seller contained in this Agreement or and in any Schedule written statement or exhibit, certificate, schedule or other document delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct on in all material respects as of the Closing Date, as if made at the Closing and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered to Purchaser on the Closing Date a certificate, dated the Closing Date, to such effect.

Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datethe Closing Date, and Seller shall have delivered to Purchaser Buyer on the Closing Date a certificatecertificate of an authorized representative of Seller, dated the Closing Date, to such effect.