Common use of Representations, Warranties and Covenants Clause in Contracts

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer and Parent contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer and Parent shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Sellers and the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Sellers and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date as if such representations and warranties were made at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. (i) All representations and warranties of Buyer contained made by Seller in this Agreement shall be true and correct in all material respects at and (except as of the date of otherwise expressly permitted by this Agreement and at Agreement) on and as of the Closing Date, except Date as if made on and to the extent as of that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Datedate.

Representations, Warranties and Covenants. All representations and warranties of Buyer Sellers contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Sellers shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained made in this Agreement shall (disregarding all materiality qualifications contained herein) will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, Date as if made on the Closing Date (except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted relate to be changed by the terms hereofan earlier date, in which case such representations and Buyer warranties shall have performed been true and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Datecorrect as of such earlier date).

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereofwere made on and as of such time, and Buyer shall have performed and satisfied complied in all material respects with all agreements covenants, obligations and covenants conditions of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All The representations ----------------------------------------- and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, were made on and as of such time and Buyer shall have performed and satisfied complied with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it in all material respects all agreements and covenants required hereby to be performed by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. (i) All representations and warranties of made by Buyer contained in this Agreement shall be true and correct in all material respects at and (except as of the date of otherwise expressly permitted by this Agreement and at Agreement) on and as of the Closing Date, except Date as if made on and to the extent as of that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Datedate.

Representations, Warranties and Covenants. All representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at (except with respect to representations and warranties which are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct) as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All Each of the representations and warranties of Buyer contained made by Purchaser in this Agreement shall be true and correct in all material respects at and as of on the date of this Agreement hereof and at on the Closing Date as though such representation or warranty was made on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Seller and the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained made by Seller and the Company in this Agreement shall be true substantially true, correct and correct complete in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date with the same force and effect as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed had been made on and as of such time, except for changes contemplated by this Agreement. Seller and the terms hereof, and Buyer Company shall have substantially performed and satisfied in all material respects all agreements of the covenants, acts and covenants required hereby undertakings to be performed by it Seller and/or the Company on or prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained made in this Agreement shall in all material respects be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing DateDate with the same force and effect as if made on and as of that date, except as for changes contemplated, permitted or required by this Agreement. All of the terms, covenants, conditions and agreements to be complied with and performed by Buyer on or prior to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Closing shall have performed and satisfied in all material respects all agreements and covenants required hereby to be have been complied with or performed by it prior to or on the Closing Datethereby.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at (or, to the extent such representations and as of the date of this Agreement and at warranties are qualified by materiality, in all respects) on and as of the Closing Date, except in each case with the same force and effect as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required had been made or permitted given on and as of the Closing Date; and each and all of the agreements and covenants of Buyer to be changed performed or complied with by Buyer on or before the terms hereof, and Buyer Closing Date pursuant to this Agreement shall have been performed and satisfied or complied with in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All The (i) representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except as and to the extent that the facts (ii) covenants and conditions upon which such representations and warranties are based are expressly required or permitted agreements of Buyer to be changed by performed on or before the terms hereof, and Buyer Closing Date in accordance with this Agreement shall have been duly performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date as if such representations and warranties were made at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it Buyer prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer SELLER contained in this Agreement shall will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer shall SELLER will have performed and satisfied in all material respects or caused to be performed all agreements and covenants required hereby by this Agreement to be performed or caused to be performed by it SELLER prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer BUYER contained in this Agreement shall will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer shall BUYER will have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied complied in all material respects with all agreements covenants and covenants obligations of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing DateClosing.

Representations, Warranties and Covenants. All With respect to the Closing Date, the representations and warranties of Buyer contained in this Agreement shall be have been true and correct in all material respects at and as of the date of this Agreement Closing Date as though such representations and warranties were made at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofdate, and Buyer shall have fully performed and satisfied in complied with all material respects all agreements covenants, terms and covenants required hereby conditions to be performed complied with by it prior to Buyer on or on before the First Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, of this Agreement and Buyer Seller shall have performed and satisfied or caused to be performed in all material respects all agreements and covenants required hereby by this Agreement to be performed or caused to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as Date and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date as if such representations and warranties were made at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date. There shall be delivered to Seller a certificate (signed by an officer of Purchaser) to the foregoing effect ("Purchaser's Closing Certificate").

Representations, Warranties and Covenants. All representations and warranties of Buyer Sellers and the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Sellers and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at on and as of the date of this Agreement Closing Date with the same force and at effect as though made on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed affected by the terms hereoftransactions contemplated hereby, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements covenants and covenants required hereby conditions contained in this Agreement to be performed or complied with by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties made by each of Buyer Seller and the Indemnifying Shareholders contained in this Agreement shall be true and correct in all material respects at on the date hereof and as of the date of this Agreement Closing Date as though such representations and at and warranties were made as of the Closing Date, except as and to each of Seller and the extent that Indemnifying Shareholders shall have duly performed or complied with all of the facts covenants, obligations and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or complied with by it them under the terms of this Agreement on or prior to or on the Closing DateClosing.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as if made at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Closing. Buyer shall have performed and satisfied complied with or performed, in all material respects respects, all agreements and covenants required hereby to be complied with or performed by it prior to at or on before the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true as of the Closing as if such representations and correct in all material respects at and warranties were made as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofin all material respects, and Buyer Seller shall have performed and satisfied all covenants and fulfilled all conditions required by this Agreement to be performed and satisfied by Seller at or prior to the Closing in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at on and as of the date of this Agreement Execution Date and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be changed by the terms hereof, true and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby correct with respect to be performed by it prior to or on the Closing Datesuch specified date).

Representations, Warranties and Covenants. All (i) The representations and warranties of Buyer contained in this Agreement (other than the representations and warranties of Buyer as of a specified date, which will be true and correct as of such date) shall be true and correct in all material respects at on and as of the date Closing Date as though such representations and warranties were made on and as of such time, and (ii) Buyer shall have performed and complied with all covenants, obligations and conditions of this Agreement required to be performed and at and complied with by it as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and Date (in each case without giving effect to the extent that the facts and conditions upon which such representations and warranties are based are expressly required materiality qualifications or permitted to be changed by the terms hereof, material adverse effect qualifications) and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it Buyer prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Shareholder contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, ; and Buyer Shareholder shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing DateClosing.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained Seller in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, were made on and Buyer as of such date and Seller shall have performed and satisfied in complied with all material respects all agreements covenants, obligations and covenants conditions of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing Date.. B.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, were made on and as such time and Buyer shall have performed and satisfied complied with all covenants, obligations and conditions of this Agreement required to be preformed and complied with by it in all material respects all agreements and covenants required hereby to be performed by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as though given on and to the extent that the facts and conditions upon which as of such representations and warranties are based are expressly required or permitted to be changed by the terms hereofdate, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on the Closing Date, and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Buyer.

Representations, Warranties and Covenants. All of Buyer's representations and warranties of Buyer contained made in this Agreement and in the Buyer's Deliveries shall be true true, correct and correct complete in all material respects at and as of the date of this Agreement and at Effective Date and as of the Closing Date, except Date (without amendment) as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and if then made. Buyer shall have performed all of its covenants and satisfied other obligations under this Agreement in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at on the date hereof and as of the date of this Agreement Closing Date as though such representations and at and warranties were made as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have duly performed or complied with all of the covenants, obligations and satisfied in all material respects all agreements and covenants required hereby conditions to be performed or complied with by it under the terms of this Agreement on or prior to or on the Closing DateClosing.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted were made on and as of such time (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be changed by the terms hereoftrue and correct in all material respects as of such earlier date), and Buyer shall have performed and satisfied in complied with all material respects all agreements covenants, obligations and covenants conditions of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Settlement Date as if such representations and warranties were made at and as of the Closing Settlement Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Settlement Date. There shall be delivered to Seller a certificate (signed by the President of Buyer) to the foregoing effect.

Representations, Warranties and Covenants. All The representations and warranties of Buyer the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date with the same force and at effect as though the same had been made on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such for those representations and warranties are based are expressly required or permitted to given as of a particular date, which shall be changed by the terms hereoftrue and correct in all material respects on and as of such date, and Buyer except for changes therein permitted or contemplated hereby, and the Purchaser shall have performed and satisfied in complied with all material respects all agreements covenants and covenants obligations under this Agreement required hereby to be performed and complied with by it prior to or on such parties as of the Closing DateClosing.

Representations, Warranties and Covenants. All The representations and warranties of Buyer the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at and as of the date of this Agreement Closing Date with the same force and at and effect as if made as of the Closing Date, except as and to the extent that the facts and conditions upon which such other than representations and warranties are based are expressly required or permitted made as of another date, which shall be true and correct as of that date, and the covenants and agreements contained in this Agreement to be changed complied with by the terms hereof, and Buyer Purchaser on or before the Closing shall have performed and satisfied been complied with in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.respects;

Representations, Warranties and Covenants. All Each of Buyer’s representations and warranties of Buyer contained set forth in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as Date and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to Buyer on or on before the Closing Date.Date shall have been performed in all material respects; and

Representations, Warranties and Covenants. All (a) The representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted were made on and as of such date, except for any changes consented to be changed in writing by the terms hereof, and Stockholder. The Buyer shall have performed and satisfied in complied with all material respects all terms, conditions, covenants, obligations, agreements and covenants restrictions required hereby by this Agreement to be performed or complied with by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and ---------------------------------------- warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations ----------------------------------------- and warranties of Buyer and Parent contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer and Parent shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Sellers contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which if such representations and warranties are based are expressly required or permitted to be changed by were made at and as of the terms hereof, Closing Date and Buyer Sellers shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on at the Closing Date, except for such breaches of representations, warranties, agreements and covenants which would not result, individually or in the aggregate, in a Material Adverse Change.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, were made on and as of such time and Buyer shall have performed and satisfied in complied with all material respects all agreements covenants, obligations and covenants conditions of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing DateClosing.

Representations, Warranties and Covenants. All ----------------------------------------- representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofClosing, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing DateClosing.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, Date hereof and Buyer and the Company shall each have performed and satisfied or complied in all material respects with all agreements and covenants required hereby by this Agreement to be performed or complied with by it on or prior to or on the Closing Date.

Representations, Warranties and Covenants. (i) All representations and warranties of Buyer contained made by Buyers in this Agreement shall be true and correct in all material respects at (except any that are already qualified by materiality, which shall be true and correct in all respects, and except as of the date of otherwise expressly permitted by this Agreement and at Agreement) on and as of the Closing DateDate as if made on and as of that date, except those made as and to the extent that the facts and conditions upon of a specific date, which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed been true and satisfied in all material respects all agreements correct on and covenants required hereby to be performed by it prior to or on the Closing Dateas of such date.

Representations, Warranties and Covenants. All representations and warranties of made by Buyer contained in this Agreement shall have been true and correct as of the date hereof and shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in complied with all material respects all covenants and agreements and covenants that Buyer is required hereby by this Agreement to be performed by it perform or comply with or satisfy prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Sellers contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Sellers shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall have been true and correct on the date of this Agreement, and shall be true and correct in all material respects at and on the Closing Date as of the date of this Agreement and at through made on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have duly performed and satisfied in complied with all material respects all agreements covenants and covenants obligations required hereby by this Agreement to be performed or complied with by it prior to on or on before the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained Purchaser in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereofwere made on and as of such time, and Buyer Purchaser shall have performed and satisfied complied in all material respects with all agreements covenants and covenants obligations of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, Date as though made on the Closing Date except as and to the extent that the facts any such representation and conditions upon warranty refers to a specific date, in which such representations case it shall be true and warranties are based are expressly required or permitted to be changed by the terms hereofcorrect in all material respects as and as of said date, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.. 44

Representations, Warranties and Covenants. 12.1.1 All representations and warranties of Buyer contained made in this Agreement shall be true and correct complete in all material respects at and as of the date of this Agreement hereof and at on and as of the Closing DateDate as if made on and as of that date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are for changes expressly required permitted or permitted to be changed contemplated by the terms hereofof this Agreement. 12.1.2 All the terms, covenants and conditions to be complied with and performed by Buyer on or prior to the Closing Date shall have been complied with or performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.respects. 12.2

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements agree- ments and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing DateClosing, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer . The Purchaser shall have performed and satisfied in all material respects all material agreements and covenants required hereby to be performed by it on or prior to or on the Closing DateClosing.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and Closing Date as of the Closing Date, except as and to the extent that the facts and conditions upon which if such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.representations

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date (and such representations and warranties shall be deemed to be repeated by Seller at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof), and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing DateClosing.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Sellers contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer Sellers shall have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior or to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofof this Agreement, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby by this Agreement to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as as, and to the extent that that, the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on at the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained and Acquisition Sub in this Agreement shall be true and correct in all respects on the date they were made and shall be true and correct in all material respects at (except where the representations and as of the date of this Agreement and at warranties were qualified by materiality, in which case, they shall be true in all respects) on and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted to be changed by the terms hereofwere made on and as of that date, and Buyer and Acquisition Sub shall have performed and satisfied complied in all material respects with all agreements covenants and covenants obligations of this Agreement required hereby to be performed and complied with by it prior to or on as of the Closing DateClosing.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement hereof and at and as of the Closing Date, except with the same force and effect as if made at and to as of the extent that Closing Date; and the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied or complied in all material respects with all agreements and covenants required hereby by this Agreement to be performed or complied with by it on or prior to or on the Closing Date, including the delivery of such documents and performance of such acts as are required by Section 1.2 hereof.

Representations, Warranties and Covenants. All representations ----------------------------------------- and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations ----------------------------------------- and warranties of Buyer Sellers contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Sellers shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on at the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at on and as of the date of this Agreement Closing Date with the same force and at effect as though made on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and . Buyer shall have performed and satisfied in complied with all material respects all covenants and agreements and covenants required hereby by this Agreement to be performed or complied with by it on or prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement applicable Closing Date as if such representations and warranties were made at and as of the applicable Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the applicable Closing Date. There shall be delivered to the Company a certificate (signed by the sole member of the Purchaser) to the foregoing effect.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date (and such representations and warranties shall be deemed to be repeated by Buyer at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof), and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations ----------------------------------------- and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer contained each of Sellers made in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and, except as specifically contemplated by this Agreement, on and as of the Closing Date, except as though made on and to as of the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofClosing Date, and Buyer each of Sellers shall have performed and satisfied or complied with, or shall have caused to be performed or complied with, in all material respects all agreements obligations and covenants required hereby by this Agreement to be performed or complied with by it prior to Sellers or on their affiliates by the Closing Date.time of the Closing; and

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of the Buyer contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects at and as of the date of this Agreement and at and Closing Date as of the Closing Date, except as and to the extent that the facts and conditions upon which if made on such representations and warranties are based are expressly required or permitted to be changed by the terms hereofdate, and Buyer shall have performed all obligations and satisfied in complied with all material respects all agreements and covenants required hereby by this Agreement to be performed or complied with by it Buyer on or prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Sellers and the Company contained in this Agreement shall be true and correct in all material respects when made and, except as contemplated by this Agreement. at and as of the date of this Agreement Closing Date as if such representations and warranties were made at and as of the Closing Date, except as and to Seller and the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it either of them prior to or on at the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller and Shareholder shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer Sellers contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such for those representations and warranties are based are expressly required or permitted to be changed by the terms hereofwhich address matters only as of a particular date (which shall remain true and correct as of such date), and Buyer Sellers shall have performed and satisfied in all material respects all agreements and covenants in a timely manner required hereby to be performed by it them prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and ----------------------------------------- warranties of Buyer contained in this Agreement shall be materially true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except Date as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereofif made thereon, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it on or prior to or on the Closing Date, including, without limitation, having delivered to Seller the Deposit on or before January 22, 1999 and Buyer being prepared to close Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of the Buyer contained made in this Agreement shall Agreement, and any other agreement or document delivered pursuant to this Agreement, will be true and correct in all material respects accurate at the Closing Date with the same force and effect as of the date of this Agreement though those representations and at and warranties had been made as of the Closing Date, except as . The Buyer will have complied with all covenants and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted agreements agreed to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby or caused to be performed by it prior under this Agreement, and any other agreement or document delivered pursuant to this Agreement, at or on before the Closing Date.

Representations, Warranties and Covenants. All The representations and warranties of Buyer Purchaser contained in this Agreement shall will be true and correct in all material respects at when made and as of the date of this Agreement and at on and as of the Closing Date, except Date (or the date otherwise specified herein) as and to the extent that the facts and conditions upon which though such representations and warranties are based are expressly required or permitted had been made on and as of such date, except for those representations and warranties qualified by materiality, which shall be true in all respects; and each and all of the terms, covenants and conditions of this Agreement to be changed complied with or performed by Purchaser on or before the Closing Date pursuant to the terms hereof, hereof will have been duly complied with and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Daterespects.

Representations, Warranties and Covenants. All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct in all material respects at both on and as of the date of this Agreement and at on and as of the Closing Date (with the same force and effect as though made anew on and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof), and Buyer Purchaser shall have performed and satisfied in all material respects all agreements and covenants required hereby contained in this Agreement to be performed or complied with by it prior to or on the Closing Date.

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date as if such representations and warranties were made at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date.. EXECUTION COPY

Representations, Warranties and Covenants. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date as if such representations and warranties were made at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it prior to or on at the Closing Date. There shall be delivered to Imperial Entities a certificate to the foregoing effect signed by the President or a Vice President of Buyer (the "Buyer's Certificate").

Representations, Warranties and Covenants. All representations and warranties of Buyer contained made in this Agreement and the documents and instruments executed in connection therewith shall in all material respects be true and correct in all material respects at and as of the date of this Agreement and at on and as of the Closing DateDate with the same force and effect as if made on and as of that date. All of the terms, except as covenants, conditions and agreements to be complied with and performed by Buyer on or prior to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Closing shall have performed and satisfied in all material respects all agreements and covenants required hereby to be have been complied with or performed by it prior to or on the Closing Datethereby.

Representations, Warranties and Covenants. All representations ----------------------------------------- and warranties of Buyer Seller and the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and Buyer Seller and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed by it them prior to or on the Closing Date.