Common use of Representations and Warranties True Clause in Contracts

Representations and Warranties True. The representations and warranties of Acquiror contained in this Agreement shall be true and correct as of the Closing Date, in all material respects, as though such representations and warranties were made on such date.

Representations and Warranties True. The All the representations and warranties of Acquiror Buyer contained in this Agreement shall be true and correct on and as of the Closing Date, Date in all material respects, except to the extent that any such representation or warranty is made as though of a specified date, in which case such representations representation or warranty shall have been true and warranties were made on correct as of such specified date, except to the extent contemplated by this Agreement.

Representations and Warranties True. The All the representations and warranties of Acquiror Buyer contained in this Agreement 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 DateDate 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 all material respects, which case such representation or warranty shall have been true and correct as though of such representations and warranties were made on such specified date.

Representations and Warranties True. The representations and warranties of Acquiror Buyer contained in this Agreement shall be true true, complete and correct accurate in all material respects as of the date when made and at and as of the Closing Date, in all material respects, as though such representations and warranties were being made on such dateat and as of the Closing Date, and except for changes expressly permitted or contemplated by the terms of this Agreement.

Representations and Warranties True. The representations and warranties of Acquiror the Buyer contained in this Agreement shall be true true, complete and correct accurate in all material respects as of the date when made and at and as of the Closing Date, in all material respects, as though such representations and warranties were being made on such dateat and as of the Closing Date, and except for changes expressly permitted or contemplated by the terms of this Agreement.

Representations and Warranties True. The representations and warranties of Acquiror Purchaser contained in this Agreement shall be true and correct in all respects as of the date made and as of the Closing Date, in all material respects, as though such representations and warranties were made on at and as of such date, except for changes permitted or contemplated by this Agreement.

Representations and Warranties True. The representations and warranties of Acquiror Buyer contained in this Purchase Agreement shall be in all material respects true and correct accurate as of the Closing Date, in all material respects, as though such except for (a) representations and warranties were made on that speak as of a specific date or time (which need only be materially true and correct as of such datedate or time), and (b) changes permitted or contemplated by this Purchase Agreement.

Representations and Warranties True. The representations and warranties of Acquiror Seller and the Company contained in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, in all material respects, as though such representations and warranties were made on at and as of such date, except for changes expressly permitted or contemplated by this Agreement.

Representations and Warranties True. The representations and warranties of Acquiror Buyer contained in this Agreement shall will be true in all material respects true, complete and correct accurate as of the Closing Date, in all material respectsdate when made and at and as of the Closing, as though such representations and warranties were made on at and as of such datetime, 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 which case they will be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Acquiror Purchaser contained in this Agreement shall be true in all material respects true, complete and correct accurate as of the Closing Date, in all material respectsdate when made and at and as of the Closing, as though such representations and warranties were made on at and as of such datetime, 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 which case they shall be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Acquiror Purchaser contained in this Agreement shall will be true in all material respects true, complete and correct accurate as of the Closing Date, in all material respectsdate when made and at and as of the Closing, as though such representations and warranties were made on at and as of such datetime, 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 which case they will be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The All the representations and warranties of Acquiror Buyers contained in this Agreement shall be true and correct on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in all material respectswhich case such representation or warranty shall have been true and correct as of such specified date, as though such representations and warranties were made on such dateexcept to the extent contemplated by this Agreement or the Ancillary Documents.

Representations and Warranties True. The All the representations and ----------------------------------- warranties of Acquiror Buyer contained in this Agreement 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 DateDate 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 all material respects, which case such representation or warranty shall have been true and correct as though of such representations and warranties were made on such specified date.

Representations and Warranties True. The All of the representations and warranties of Acquiror the Buyer contained in this Agreement (including, without limitation, the Disclosure Schedule) shall be true and correct as of the Closing Date, in all material respects, respects on the Closing Date as though such representations and warranties were made on such date, and the Buyer shall have delivered certificates to that effect at the Closing.

Representations and Warranties True. The representations and warranties of Acquiror Buyer contained in this Agreement shall be in all material respects true and correct as of the date when made and at and as of the Closing Date, in all material respects, Date as though such representations and warranties were made on at and as of such date, except for representations and warranties that speak as of a specific date or time (which need only be materially true and correct as of such date or time).

Representations and Warranties True. The Each of the representations and warranties of Acquiror Buyer contained in this Agreement that are qualified as to materiality shall be true and correct 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, in all material respects, as though such except for representations and warranties were which are expressly made on such as of a particular date.

Representations and Warranties True. The All the representations and warranties of Acquiror Buyer contained in this Agreement 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 in the same language) shall be true and correct on and as of the Closing Date, in all material respects, except to the extent that any such representation or warranty shall have been true and correct as though of such representations and warranties were made on such specified date.

Representations and Warranties True. The representations and ----------------------------------- warranties of Acquiror Purchaser contained in this 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, except to the extent that a representation or warranty is made as of a specific earlier date, in all material respects, which case such representation or warranty shall be true and correct in the manner specified above as though of such representations earlier date and warranties were shall be deemed to have been made on such dateand as of the Closing Date.

Representations and Warranties True. The representations and warranties of Acquiror contained made by Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date, in all material respects, Date as though such representations and warranties were made on such dateand as of the Closing Date, except for any representation and warranty which specifically relates to an earlier date and any changes permitted by the terms hereof or consented to by Purchaser.

Representations and Warranties True. The 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 Acquiror Seller and Seller's Parent contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date, in all material respects, as though such representations and warranties were made on such date.

Representations and Warranties True. The representations and warranties of Acquiror Buyer contained in this Agreement or in the Schedules hereto shall be true in all material respects on and correct as of the Closing Date with the same effect as though made on and as of the Closing Date, except to the extent expressly waived by Seller in all material respects, writing or as though such representations and warranties were made on such dateeffected by transactions contemplated by this Agreement.

Representations and Warranties True. The Each of the representations and warranties of Acquiror Seller contained in this Agreement that are qualified as to materiality shall be true and correct 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, in all material respects, as though such except for representations and warranties were which are expressly made on such as of a particular date.

Representations and Warranties True. The All the representations and warranties of Acquiror Buyers contained in this Agreement shall be true and correct on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in all material respects, which case such representation or warranty shall have been true and correct as though of such representations and warranties were made on such specified date.

Representations and Warranties True. The representations and warranties of Acquiror contained made by Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date, in all material respects, Date as though such representations and warranties were made on such dateand as of the Closing Date, except for any representation and warranty which specifically relates to an earlier date and any changes permitted by the terms hereof or consented to by Seller.

Representations and Warranties True. The All the representations and warranties of Acquiror Sellers and the Company contained in this Agreement 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 DateDate 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 all material respects, which case such representation or warranty shall have been true and correct as though of such representations and warranties were made on such specified date.

Representations and Warranties True. The representations and warranties of Acquiror Sellers contained in this Agreement shall be true and correct as of the Closing Date, Date in all material respects, as though such representations and warranties were made on such date.

Representations and Warranties True. The All the representations and warranties of Acquiror Seller and the Company contained in this Agreement shall be true and correct in all material respects on and as of the Closing DateDate 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 all material respects, which case such representation or warranty shall have been true and correct as though of such representations and warranties were made on such specified date.

Representations and Warranties True. The All representations and warranties of Acquiror contained Buyer in this Agreement shall be true and correct in all material respects at and as of the Closing Date, in and Buyer shall have performed all material respects, as though such representations agreements and warranties were made on such datecovenants required by this Agreement to be performed by it prior to or at the Closing Date.

Representations and Warranties True. The representations and warranties of Acquiror Seller contained in this Agreement (excluding any representation or warranty that is made as of a specific date, which representations and warranties shall be true as of such specific dates) shall be true and correct in all material respects as of the Execution Date and the Closing Date, in all material respects, Date with the same force and effect as though such representations and warranties were they had been made on and as of such datedates.

Representations and Warranties True. The representations and warranties of Acquiror contained made by Buyer in this Agreement shall must be true and correct in all material respects on and as of the Closing Date, in all material respects, Date with the same effect as though such representations and warranties were had been made or given on such dateand as of the Closing Date.

Representations and Warranties True. The All of the ----------------------------------- representations and warranties of Acquiror the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Shares Closing Date or the Option Closing Date, as the case may be, except for changes contemplated 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, respects as though such representations and warranties were made on of such date.

Representations and Warranties True. The all representations and warranties of Acquiror the Vendors contained in this Agreement shall be true and correct in all respects (without regard to any materiality qualifiers) as of the date hereof and on the Closing Date, except to the extent any representation or warranty is given as of a specified date, in all material respectswhich case it need only be true as of that date, as though such representations and warranties were made on such date.except to the extent any untruth or inaccuracy in the aggregate does not create a Material Adverse Effect;

Representations and Warranties True. The representations and warranties of Acquiror Purchaser contained in this Agreement (excluding any representation or warranty that is made as of a specific date, which representations and warranties shall be true as of such specific dates) shall be true and correct in all material respects as of the Execution Date and the Closing Date, in all material respects, Date with the same force and effect as though such representations and warranties were they had been made on and as of such datedates.

Representations and Warranties True. The representations and warranties of Acquiror contained in this Agreement made by the Purchaser shall have been true in all material respects when made, and shall be true and correct as of the Closing Date, in all material respects, respects on the Closing Date as though such representations and warranties were made on at such date.

Representations and Warranties True. The Each of the representations and warranties of Acquiror Buyer contained in this 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, respects on and as though such representations and warranties were of the Closing Date as if made on such dateand as of the Closing Date.

Representations and Warranties True. The representations and warranties of Acquiror contained made by each Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date, in all material respects, Date with the same effect as though such representations and warranties were had been made or given on such and as of the Closing Date (except for representations and warranties that relate to a specific date).

Representations and Warranties True. The Each of the representations and warranties of Acquiror each Seller contained in this Agreement shall have been true and correct in all material respects on and 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 made on and as of the Closing Date, except for representations and warranties that speak only as to matters existing as of a specific date or time other than the Closing Date (which need only be true and correct as of the Closing Date, in all material respects, as though such representations and warranties were made on such datedate or time).

Representations and Warranties True. The All of the representations and warranties of Acquiror Buyer contained in this Agreement (including, without limitation, the Disclosure Schedule) shall be true and correct as of the Closing Date, in all material respects, respects on the Closing Date as though such representations and warranties were made on such date, and Buyer shall have delivered certificates to that effect at the Closing.

Representations and Warranties True. The Each of the representations and warranties of Acquiror contained Seller (i) in this Agreement shall be true and correct 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 though such representation and warranty were made on and as of the Closing Date, in all material respects, as though such except for representations and warranties were made on which address matters as of a particular date, in which case such representations will be true and correct as of such particular date.

Representations and Warranties True. The representations and warranties of Acquiror contained made by Purchaser in this 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, in all material respects, Date as though such representations and warranties were made on such dateand as of the Closing Date, except for any representation and warranty which specifically relates to an earlier date and any changes permitted by the terms hereof or consented to by Seller.

Representations and Warranties True. The representations and warranties of Acquiror Purchaser and Guarantor contained in this Agreement shall shall, taken as a whole, be true true, complete and correct accurate in all material respects as of the date of this Agreement and at and as of the Closing Date, in all material respects, Date as though such representations and warranties were made on at and as of such date (other than representations and warranties made as of another stated date, which representations and warranties shall have been true, complete and accurate in all material respects as of such date).

Representations and Warranties True. The All of the representations and warranties of Acquiror the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Shares Closing Date or the Option Closing Date, as the case may be, except for changes contemplated 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, respects as though such representations and warranties were made on of such date.

Representations and Warranties True. The representations and warranties of Acquiror Seller contained in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Second Closing Date, in all material respects, as though such with the exception of any representations and warranties were made on such datecontaining materiality qualifiers, which shall be true and correct in all respects.

Representations and Warranties True. The representations and warranties of Acquiror contained Buyer are true and correct in this Agreement all material respects on the date hereof and shall be in all material respects true and correct as of the Closing Date, in all material respects, Date as though such representations and warranties were made on at and as of such date, except for changes expressly permitted or contemplated by this Agreement.

Representations and Warranties True. The representations and warranties of Acquiror the Purchaser contained in this Agreement shall be true in all material respects true, complete and correct accurate as of the Closing Date, in all material respectsdate when made and at and as of such Closing, as though such representations and warranties were made on at and as of such datetime, 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 which case they shall be true and correct in all material respects at such Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Acquiror Buyer contained in this Agreement shall be true and correct as of the Closing Date, in all material respectsrespects true, complete and accurate at the Closing Date as though if such representations and warranties were made on at and as of such date, except for changes expressly permitted or contemplated by the terms of this Agreement.

Representations and Warranties True. The All of the representations and warranties of Acquiror contained Buyer set forth in this Agreement shall be true and correct (disregarding individual qualifications as to materiality) as of the date of this Agreement and as of the Closing DateDate (or if made as of a specified date, in all material respects, only as though such representations and warranties were made on of such 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. The representations and warranties of Acquiror Sellers contained in this Agreement shall be true and correct in all material respects as of the Closing Date, date hereof and shall be true and correct in all material respects, respects as though such if made on the Closing Date (except to the extent that any representations and warranties were made on such of Sellers specifically relate to an earlier date).

Representations and Warranties True. The representations and warranties of Acquiror Sellers and the Company contained in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, in all material respects, as though such representations and warranties were made on at and as of such date, except for changes expressly permitted or contemplated by this Agreement.

Representations and Warranties True. The All of the representations and warranties made by Seller in Article II of Acquiror contained in this Agreement shall be true in all material respects on and correct as of the Closing Date, in all material respects, Date as though such representations and warranties were made on and as of the Closing Date, except to the extent such representations and warranties are expressly made as of an earlier specified date.; the Buyer shall have in all material respects performed and complied with all

Representations and Warranties True. The all representations and warranties of Acquiror the Purchaser contained in this Agreement shall be true and correct in all respects (without regard to any materiality qualifier) as of the date hereof and on the Closing DateDate except to the extent given in respect of a particular date, in all material respects, which case such representation and warranty need only be true as though such representations and warranties were made on of such date., and except to the extent any untruth or inaccuracy in the aggregate does not create a Material Adverse Effect;

Representations and Warranties True. The representations and warranties of Acquiror Purchaser contained in this Agreement shall be true and correct accurate in all material respects as of the Closing DateDate (other than representations and warranties that address matters only as of a certain date, which shall be true and accurate in all material respects, respects as though of such representations and warranties were made on such certain date).

Representations and Warranties True. The representations and warranties of Acquiror contained made by Seller in this Agreement shall be true in all material respects on and correct as of the Closing Date, in all material respects, Date except as though such representations to any representation or warranty which specifically relates to an earlier date and warranties were made on such dateexcept for any changes permitted by the terms hereof or consented to by Purchaser.

Representations and Warranties True. The representations and warranties of Acquiror contained made by Purchaser in this Agreement qualified by materiality shall be true and correct, and the representations and warranties made by Purchaser in this Agreement not qualified by materiality shall be true and correct as of the Closing Date, in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on such dateat and as of the Closing Date.

Representations and Warranties True. The All of the representations and warranties of Acquiror each Buyer contained in this Agreement shall be materially true and correct as of the Closing Date(other than any such representations which are already qualified by materiality, which shall be true and correct in all material respects, ) in all respects on the applicable Closing Date as though such representations and warranties were made on such date.

Representations and Warranties True. The representations and warranties of Acquiror Buyer contained in this Agreement or in any document delivered pursuant hereto shall be true and correct in all material respects on the Closing Date with the same effect as of if made on the Closing Date, in all material respectsand each representation and warranty made therein limited to the knowledge of Buyer shall be true itself, as though regardless of the knowledge of such representations and warranties were made on such dateBuyer.

Representations and Warranties True. The representations and warranties of Acquiror contained Sellers in this Agreement shall and in any agreement or document delivered in connection with the transactions contemplated by this Agreement are true and correct in all material respects as of the Closing Date and each Transfer Date, other than representations and warranties that expressly speak as of a specific date or time (which need only be true and correct as of the Closing Date, in all material respects, respects as though of such representations and warranties were made on such datedate or time).

Representations and Warranties True. The All of the representations and warranties of Acquiror the Buyer contained in this Agreement (including, without limitation, the Disclosure Schedule) shall be true and correct as of the Closing Date, in all material respectsrespects (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 the Closing Date as though such representations and warranties were made on such date, and the Buyer shall have delivered certificates to that effect at the Closing.

Representations and Warranties True. The Each of the representations and warranties of Acquiror Buyer contained in this Agreement shall have been true and correct in all material respects on and 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 made on and as of the Closing Date, except for representations and warranties that speak only as to matters existing as of a specific date or time other than the Closing Date (which need only be true and correct as of the Closing Date, in all material respects, as though such representations and warranties were made on such datedate or time).

Representations and Warranties True. The representations and warranties of Acquiror Seller contained in this Agreement shall be true and correct as of the Closing Date, in all material respectsrespects true, complete and accurate at the Closing Date as though if such representations and warranties were made on at and as of such date, except for changes expressly permitted or contemplated by the terms of this Agreement.

Representations and Warranties True. The representations and warranties of Acquiror the Seller contained in this Agreement shall be true and correct in all material respects (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) as of the Execution Date and as of the Closing DateDate as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects, respects as though of such representations and warranties were made on such earlier date).

Representations and Warranties True. The representations and warranties of Acquiror Buyer contained in this Agreement shall be in all material respects true and correct accurate as of the date when made, and, except as to representations and 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 accurate at and as of the Closing Date, in all material respects, Date as though such representations and warranties were if made on such datethe Closing Date.

Representations and Warranties True. The All of the representations and warranties of Acquiror contained Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct 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 DateDate as if made on and as of the Closing Date (except to the extent that any such representation or warranty is made as of a specific date, in all material respectswhich case such representation or warranty shall be true and complete, or true and complete, as though the case may be, as of such representations and warranties were made on such specified date).

Representations and Warranties True. The 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 Acquiror Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date, in all material respects, as though such representations and warranties were made on such date.

Representations and Warranties True. The representations and warranties of Acquiror Buyer contained in this Purchase Agreement shall be in all material respects true and correct accurate as of the date when made and at and as of the Closing Date, in all material respects, Date as though such representations and warranties were made on at and as of such date, except for (a) representations and warranties that speak as of a specific date or time (which need only be materially true and correct as of such date or time) and (b) changes permitted or contemplated by this Purchase Agreement.

Representations and Warranties True. The Each of the representations and warranties of Acquiror Buyer contained in this 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 DateDate as if made on and as of such date, except to the extent that any such representation or warranty is made as of a specified date, in all material respects, which case such representation or warranty shall have been true and correct as though aforesaid as of such representations and warranties were made on such specified date.;

Representations and Warranties True. The All the representations and warranties of Acquiror Buyer contained in this Agreement shall be true and correct on and as of the applicable Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in all material respectswhich case such representation or warranty shall have been true and correct as of such specified date, as though such representations and warranties were made on such dateexcept to the extent contemplated by this Agreement or the Ancillary Documents.

Representations and Warranties True. The representations and warranties of Acquiror Seller (whether for itself or for the Company) contained in this Agreement shall be true and correct as of the Closing Date, Date in all material respects, as though such representations and warranties were made on such date.

Representations and Warranties True. The representations and warranties of Acquiror the Purchaser contained in this Agreement shall be true and correct in all material respects (without giving effect to any materiality qualifications contained therein) as of the Execution Date and as of the Closing DateDate as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects, respects as though of such representations and warranties were made on such earlier date).

Representations and Warranties True. The Except as otherwise permitted by this Agreement, all representations and warranties of Acquiror contained by Sellers in this Agreement Agreement, or in any written statement that shall be delivered to Purchaser by Sellers under this Agreement, shall be true on and correct as of the Closing Date, in all material respects, Date as though such representations and warranties were made on such dateat that time.