Common use of Representations and Warranties True at the Closing Date Clause in Contracts

Representations and Warranties True at the Closing Date. All of the representations and warranties of the Company and each of the Sellers contained in this Agreement shall be true, correct and complete in all material respects (except that all representations and warranties in Section 3.4 and all representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects), in each case when made on the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (provided that those representations and warranties that are specifically made as of a particular calendar date or as of the date hereof shall be true, correct and complete in all material respects as of such date, except that any such representations and warranties in Section 3.4 and any such representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects as of such date) and each Seller and the Company shall have executed and delivered to Buyer a certificate as of the Closing as to the foregoing.

Representations and Warranties True at the Closing Date. All of the representations and warranties of the Company and each of the Sellers Buyer contained in this Agreement shall be true, correct and complete in all material respects (except that all representations and warranties in Section 3.4 and all representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects), in each case when made on the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (provided that those representations and warranties that are specifically made as of a particular calendar date or as of the date hereof shall be true, correct and complete in all material respects as of such date, except that any such representations and warranties in Section 3.4 and any such representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects as of such date) and each Seller and the Company Buyer shall have executed and delivered to Buyer each Seller a certificate as of the Closing as to the foregoing.

Representations and Warranties True at the Closing Date. All of the representations and warranties of the Company Parent and each of the Sellers Merger Sub contained in this Agreement Agreement, individually and in the aggregate, shall be true, correct and complete in all material respects on and as of the Closing Date (except that all representations and warranties in Section 3.4 and all representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects), in each case when made on the date hereof and respects on and as of the Closing Date Date) with the same effect as though such representations and warranties had been made on and as of the Closing Date such date (provided that those representations and warranties that are specifically made address matters only as of a particular specified calendar date or as of the date hereof shall be true, correct and complete in all material respects as of such date, except that any such representations and warranties in Section 3.4 and any such all representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects as of such date) and each Seller of Parent and the Company Merger Sub shall have executed and delivered to Buyer a the Company an officer’s certificate as of the Closing as to the foregoingthat effect.

Representations and Warranties True at the Closing Date. All of the representations and warranties of the Company and each of the Sellers Stockholders contained in this Agreement Agreement, individually and in the aggregate, shall be true, correct and complete in all material respects on and as of the Closing Date (except that all representations and warranties in Section 3.4 and all representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects), in each case when made on the date hereof and respects on and as of the Closing Date Date) with the same effect as though such representations and warranties had been made on and as of the Closing Date such date (provided that those representations and warranties that are specifically made address matters only as of a particular specified calendar date or as of the date hereof shall be true, correct and complete in all material respects as of such date, except that any such all representations and warranties in Section 3.4 and any such all representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects as of such date) and each Seller of the Principal Stockholders and the Company shall have executed and delivered to Buyer Parent a certificate as of the Closing as to the foregoingthat effect.

Representations and Warranties True at the Closing Date. All of the representations and warranties of the Company and each of the Sellers Buyer contained in this Agreement shall be true, have been true and 42 correct and complete in all material respects (except that all representations on and warranties in Section 3.4 and all representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects), in each case when made on as of 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 (provided that those representations and warranties that are specifically made as of a particular calendar date or as of the date hereof shall be true, correct and complete in all material respects as of such date), except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall have been true, correct and complete in all respects on and as of the date hereof and shall be true, correct and complete in all respects on and as of the Closing Date (provided that those representations and warranties that are specifically made as of a particular calendar date or as of the date hereof shall be true, correct and complete in all material respects as of such date, except that any such representations and warranties in Section 3.4 and any such representations and warranties qualified by the words “material” or “in all material respects” or similar words shall be true, correct and complete in all respects as of such date) and each Seller and the Company ). The Buyer shall have executed and delivered to Buyer the Sellers a certificate as of the Closing as to the foregoingsuch effect.