Common use of Accuracy of Representations Clause in Contracts

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of through the date of the consummation of the Merger as if made on that dateTermination Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are are, and will be, accurate in all respects material respects, at all times, as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of through and including the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects true and correct as of the date of this Agreement, Agreement and will be accurate true and correct in all material respects at all times until during the term of this Agreement. None of the representations or warranties contained in this Agreement shall survive the termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that dateAgreement.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate and complete in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement through and will be accurate in all respects as of including the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all material respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all material respects as at all times through the earlier to occur of the date of Effective Time or the consummation termination of the Merger as if made on that dateAgreement in accordance with its terms.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects true and correct as of the date of this Agreement, Agreement and will be accurate true and correct in all material respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that dateExpiration Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement through and will be accurate in all respects as of including the date of the consummation of the Merger Proxy Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties --------------------------- contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination during the Effective Period as if made as of this Agreement any such time (except for representations and will warranties that address matters only as to a specified date, which representations and warranties shall be accurate in all respects as of the date of the consummation of the Merger as if made on that such specified date).

Accuracy of Representations. The Each of the representations and warranties contained made by Netivation in this Agreement are shall have been accurate in all material respects as of the date of this Agreement, will Agreement and shall be accurate in all respects at all times until termination of this Agreement and will be accurate in all material respects as of the date of the consummation of the Merger Scheduled Closing Time as if made on that dateat the Scheduled Closing Time.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Voting Covenant Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger I as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through (and including) the Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that dateAgreement.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, hereof and will be accurate in all respects at all times until prior to the termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that and as of any such time or date.

Accuracy of Representations. The representations and warranties contained made by each Holder in this Agreement are shall have been accurate in all material respects as of the date of this Agreement, will Agreement and shall be accurate in all respects at all times until termination of this Agreement and will be accurate in all material respects as of the date of the consummation of the Merger Closing Date as if made on that datethe Closing Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all material respects as of the date of this Agreement, will be accurate in all material respects at all times until termination of this Agreement through the Voting Covenant Expiration Date and will be accurate in all material respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate and complete in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all material respects as of at all times through and including the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties of Stockholder contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date, in each case, subject to changes or events permitted by this Agreement or the Merger Agreement.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through and including the Voting Covenant Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties of each of the Shareholders contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate and complete in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The All of the representations and warranties contained of Xxxxxxxxx set forth in this Agreement are shall have been accurate in all material respects as of the date of this Agreement, will Agreement and shall be accurate in all respects at all times until termination of this Agreement and will be accurate in all material respects as of the date of the consummation of the Merger Effective Time as if made on that datethe Effective Time.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.Agreement. ARTICLE III

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of prior to the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger Recapitalization Agreement as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Support Agreement are accurate in all respects as of the date of this Agreement, Support Agreement and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as through the Effective Time of the date of the consummation of the Merger as if made on that dateMerger.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement through and will be accurate in all respects as of including the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties of the Company contained in this Agreement are accurate and complete in all respects as of the date of this Agreement, and except where expressly made as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through and will be accurate in all respects as of including the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties of Stockholder contained in this Agreement are accurate in all respects as of the date of this Agreement, will and will, subject to Permitted Transfers, be accurate in all respects at all times until termination of this Agreement through and will be accurate in all respects as of including the date of the consummation of the Merger as if made on that dateTermination Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger Recapitalization as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, Agreement and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that dateAgreement.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate and complete in all respects as of the date of this Agreement, and will be accurate and complete in all respects at all times until termination of this Agreement through and will be accurate in all respects as of including the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Expiration Date and will be accurate in all respects as of the date of the consummation Effective Time of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger as if made on that datedate except that Stockholder's beneficial or record ownership of securities as represented in Section 6.3 hereof may differ as of the Expiration Date in the event of acquisitions or Transfers of securities not prohibited by the terms of this Agreement.

Accuracy of Representations. The representations and warranties contained made by the Holder in this Agreement are shall have been accurate in all material respects as of the date of this Agreement, will Agreement and shall be accurate in all respects at all times until termination of this Agreement and will be accurate in all material respects as of the date of the consummation of the Merger Closing Date as if made on that datethe Closing Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Voting Covenant Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger Asset Purchase as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate and complete in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement through and will be accurate in all respects as of including the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date. SECTION 5.

Accuracy of Representations. The representations and warranties of Company contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date, in each case, subject to changes or events permitted by this Agreement or the Merger Agreement.

Accuracy of Representations. The Each of the representations and warranties contained of SELLERS in this Agreement are shall have been accurate in all respects as of the date of this AgreementEffective Date, will be accurate in all respects at all times until termination of this Agreement and will shall be accurate in all respects as of the date time of the consummation of the Merger Closing as if made on that datethen made.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate and complete in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement through and will be accurate in all respects as of including the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.. Parent hereby represents to Stockholder as follows:

Accuracy of Representations. The representations and warranties of such Member contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all material respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. (i) The representations and warranties of each of the Shareholders contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all material respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all material respects as of the date of the consummation of the Merger as if made on that date, subject to the acquisition of additional securities of Replidyne by Stockholder following the date hereof.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of through the date of the consummation of the Merger as if made on that dateTermination Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of through the date this Agreement is terminated in accordance with Section 9 hereof, and will be accurate in all respects as of the date of the consummation of the Merger Closing Date as if made on that date.

Accuracy of Representations. The representations and warranties of the Company contained in this Agreement are accurate in all respects as of the date of this Agreement, Agreement and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of through the date of the consummation of the Merger as if made on that dateTermination Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of dates throughout the date of the consummation of the Merger Support Period as if made on that as of any such time or date.

Accuracy of Representations. The All of TACT's representations and warranties contained in this Agreement are must have been accurate in all material respects as of the date of this Agreement, will Agreement and must be accurate in all respects at all times until termination of this Agreement and will be accurate in all material respects as of the date of the consummation of the Merger Closing Date as if made on that datethe Closing Date, without giving effect to any supplement to the TACT Disclosure Schedule delivered after the date hereof.

Accuracy of Representations. The representations and warranties of the Stockholder contained in this Agreement are accurate in all respects as of the date of this Agreement, Agreement and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of through the date of the consummation of the Merger as if made on that dateTermination Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger Acquisition as if made on that date.

Accuracy of Representations. The representations and --------------------------- warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties thereof contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of prior to the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of through the date of the consummation of the Merger as if made on that date.Termination Date. LEGAL_US_W # 62317803.2 07/24/09 -4-

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all material respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all material respects as of at all times through and including the date of the consummation of the Merger Expiration Date as if made on that as of any such time or date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreementhereof, will be accurate in all respects at all times until termination of this Agreement during the term hereof, and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Accuracy of Representations. The representations and warranties of the Investors contained in this Agreement are accurate in all respects as of the date of this Agreement, Agreement and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of through the date of the consummation of the Merger as if made on that dateTermination Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement through the Expiration Date and will be accurate in all respects as of the date of the consummation of the Merger Closing Date as if made on that date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger as if made on that dateTermination Date.

Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement and will be accurate in all respects as of the date of the consummation of the Merger Combination as if made on that date.