REPRESENTATIONS AND WARRANTIES OF ALACRITY AND THE SHAREHOLDERS. Except as set forth in the disclosure schedule of Alacrity dated as of the date hereof and delivered herewith to TranSwitch (the "Alacrity Disclosure ------------------- Schedule"), Alacrity and each of the Shareholders, to the knowledge of each -------- Shareholder, jointly and severally represent and warrant to TranSwitch and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF ALACRITY AND THE SHAREHOLDERS. The representations and warranties of Alacrity and the Shareholders set forth in this Agreement will 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, except (i) as otherwise contemplated by this Agreement, (ii) as a result of actions taken or not taken at the direction of or after consultation with and written concurrence of TranSwitch and (iii) for representations and warranties specifically limited to an earlier date(s). TranSwitch will have received a certificate signed by or on behalf of each of the Shareholders and by the Chief Executive Officer, Chief Technology Officer, Senior Director of Technical Development and Director of Operations of Alacrity to such effect on the Closing Date.
