Common use of Accuracy of Representations and Warranties Clause in Contracts

Accuracy of Representations and Warranties. All representations and warranties made by Seller in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such dates.

Accuracy of Representations and Warranties. All representations and warranties made by Seller Buyer in this Agreement, in any schedule(s) hereto, Agreement and/or in any written statement delivered to the by Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations and warranties made by Seller and the Shareholders in this Agreement, in any schedule(sSchedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations and warranties made by Seller the Buyer in this Agreement, in any schedule(s) hereto, Agreement and/or in any the written statement delivered to by the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such dates.

Accuracy of Representations and Warranties. All representations and warranties made by Seller in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written statement that shall be delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Accuracy of Representations and Warranties. All representations and warranties made by Seller of Purchaser set forth in this Agreement, Agreement and in any schedule(s) heretoagreement, and/or certificate or other document required to be delivered or given to Seller by Purchaser pursuant to this Agreement or referred to in this Agreement or in any written statement delivered to the Buyer under this Agreement shall such other agreement, certificate or document will be true and correct in all material respects on and as of at the Closing Date with the same force and effect as though such representations and warranties were if made on and as of such datesthat date.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of Buyer contained in this Agreement, Agreement or in any schedule(s) heretodocument, and/or in any written statement agreement or instrument delivered to the Buyer under this Agreement by it pursuant hereto shall be true and correct have been true, in all material respects respects, when made, and in addition, shall be true, in all material respects, on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of such datesthe Closing Date.

Accuracy of Representations and Warranties. All The representations and warranties made by of Seller and the Shareholders contained in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesDate.

Accuracy of Representations and Warranties. All representations and warranties made by Seller the Shareholders in this Agreement, in any schedule(sSchedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations and warranties made of Seller set forth in this Agreement and in any agreement, certificate or other document required to be delivered or given to Purchaser by Seller pursuant to this Agreement or referred to in this Agreement, Agreement or in any schedule(s) heretosuch other agreement, and/or in any written statement delivered to the Buyer under this Agreement shall certificate or document will be true and correct in all material respects on and as of at the Closing Date with the same force and effect as though such representations and warranties were if made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations Each representation and warranties warranty made by Seller contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Collateral Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though made at that time, except to the extent that any such representations representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and warranties were made on and correct in all material respects as of such datesdate.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller contained in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written statement document delivered to the Buyer under this Agreement pursuant hereto shall be true accurate and correct in all material respects on and as of the date when made, and on and as of the Closing Date as though such representations and warranties were if made on and as of such datesthat date, and Buyer shall have received a certificate dated the Closing Date signed by Seller to the foregoing effect.

Accuracy of Representations and Warranties. All representations and warranties made by Seller in this AgreementAgreement that are qualified as to materiality and the representations made by Seller in Section 4.1 shall be true and correct in all respects, and all other representations and warranties made by Seller in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects respects, on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations and warranties made by Seller Purchaser in this Agreement, in any schedule(s) hereto, Agreement and/or in any written statement delivered to the Buyer by Purchaser under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations and warranties made by Seller in this Agreement, in any schedule(sSchedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such dates.

Accuracy of Representations and Warranties. All representations and warranties made by Seller Selling Parties in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written statement that shall have been delivered to the Buyer by Selling Parties under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations representations, warranties and warranties made by statements of Seller in this Agreement, or in any schedule(s) heretoschedule or exhibit attached to this Agreement, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Accuracy of Representations and Warranties. All The ------------------------------------------ representations and warranties made by Seller of Buyer set forth in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement certificate executed and delivered by Buyer pursuant to the Buyer under this Agreement shall be true and correct in all material respects accurate on and as of the Closing Date with the same force and effect as though such representations and warranties were if they had been made on and as of such datesat the Closing.

Accuracy of Representations and Warranties. All Each of the representations and warranties made by Seller in this Agreement, Agreement and in any schedule(s) hereto, and/or in any written statement each of the other agreements and instruments delivered to Purchaser in connection with the Buyer under transactions contemplated by this Agreement shall be true and correct have been accurate in all material respects on as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as though such representations and warranties were if made on and as of such datesthe Closing Date except for items specifically permitted by this Agreement or consented to in writing by Purchaser (without giving effect to any update to the Disclosure Schedule).

Accuracy of Representations and Warranties. All representations and warranties made by Seller the Buyer in this Agreement, in any schedule(s) hereto, Agreement and/or in any the written statement delivered to by the Buyer or Buyer under this Agreement shall be true and correct in all material respects on and as of each of the Closing Date as though such representations and warranties were made on and as of such dates.

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties made by Seller the Sellers in this Agreement, Agreement or in any schedule(s) hereto, and/or agreement or in any written statement that is delivered to the Buyer under Purchaser pursuant to this Agreement shall will be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations and warranties made by Seller of the Buyer contained in this Agreement, in any schedule(s) hereto, and/or in Agreement or any written statement delivered by the Buyer to the Buyer Sellers and the Shareholders under this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date Date, as though such representations and warranties were made on and as of such datesthat date, without giving effect to any supplement to the Schedules hereto.

Accuracy of Representations and Warranties. All Except as specifically permitted by this Agreement, all representations and warranties made by Seller and the Sole Shareholder in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written Schedule or statement delivered to Purchaser by Seller and the Buyer Sole Shareholder under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Accuracy of Representations and Warranties. All of the representations and warranties made by of Buyer and Seller contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement delivered to the Ancillary Buyer under this Agreement Document shall be true and correct in all material respects on and as of the Closing Date as though made at that time, except where such representations failure to be true and warranties were made correct shall not result in a material adverse effect on and as of such datesthe Buyer’s ability to consummate the transactions set forth in this Agreement.

Accuracy of Representations and Warranties. All representations Each representation and warranties warranty made by Seller Buyer in this Agreement, Agreement or given on its behalf hereunder or in any schedule(s) heretoschedule, and/or in any written statement certificate, instrument or other document delivered to pursuant hereto shall have been true and correct on the Buyer under date of this Agreement and shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date as though such representations and warranties were made on and as of such datesDate.

Accuracy of Representations and Warranties. All Each of the representations and warranties made by of Seller contained in this Agreement, Agreement or in any schedule(s) hereto, and/or other document or agreement referenced in any written statement delivered to the Buyer under this Agreement and signed or delivered by or on behalf of Seller shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date as though such representations and warranties were made on and as of such datesDate.

Accuracy of Representations and Warranties. All The representations and warranties made by of the Seller set out in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true true, accurate and correct in all material respects on and not misleading as of at the Closing Date as though such representations with reference to the facts and warranties were made on and as of such datescircumstances then existing.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of Buyer contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement Buyer Document or closing certificate delivered to the Buyer under this Agreement Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that date, other than such representations and warranties were as are specifically made on and as of such datesanother date, and Buyer shall have delivered to Seller a certificate to that effect.

Accuracy of Representations and Warranties. All The representations and warranties made by of Seller contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement Seller Document or closing certificate delivered to the Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on at and as of the Closing Date as though made at and as of that time other than such representations and warranties were as are specifically made on and as of such datesanother date, and Seller shall have delivered to Buyer a certificate to that effect.

Accuracy of Representations and Warranties. All The ------------------------------------------ representations and warranties made by Seller of Sellers in this Agreement, the Seller Disclosure Schedule or in any schedule(s) hereto, and/or in certificate executed and delivered by any written statement delivered Seller pursuant to the Buyer under this Agreement shall be true and correct in all material respects accurate on and as of the Closing Date with the same force and effect as though such representations and warranties were if they had been made on and as of such datesat the Closing.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of each of the Sellers contained in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects as made, both on the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made on and as of such datesDate.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of the Sellers set out in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true , accurate and correct in all material respects on and not misleading as of at the Closing Date as though such representations with reference to the facts and warranties were made on and as of such datescircumstances then existing.

Accuracy of Representations and Warranties. All of the representations and warranties made by of Seller contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement Ancillary Seller Document shall be true and correct in all material respects on and as of the Closing Date as though made at that time, except where such representations failure to be true and warranties were made correct shall not result in a material adverse effect on and as of such datesthe Business, the Business Assets, or the Seller’s ability to consummate the transactions set forth in this Agreement.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of the Buyer contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement Buyer Document or closing certificate delivered to the Buyer under this Agreement Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that date, other than such representations and warranties were as are specifically made on and as of such datesanother date, and the Buyer shall have delivered to the Seller a certificate to that effect.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of Buyers contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement certificate or document delivered to the Buyer under this Agreement Sellers pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on at and as of such datesthat date, and Buyers shall have delivered to Sellers a certificate to that effect.

Accuracy of Representations and Warranties. All representations and warranties made by Seller in this Agreement, Agreement or any schedule or exhibit hereto or in any schedule(s) hereto, and/or in any written statement delivered certificate or other document furnished by Seller pursuant to the Buyer under this Agreement shall be are true and correct in all material respects on and as of the date hereof, and Seller has performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing Date as though such representations and warranties were made on and as of such datesDate.

Accuracy of Representations and Warranties. All The representations and warranties made by of the Seller contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement Seller Document or closing certificate delivered to the Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on at and as of the Closing Date as though made at and as of that time other than such representations and warranties were as are specifically made on and as of such datesanother date, and the Seller shall have delivered to the Buyer a certificate to that effect.

Accuracy of Representations and Warranties. All representations and warranties made by Seller of Buyer or its permitted assignee contained in this Agreement, Agreement (and any document delivered in any schedule(sconnection herewith) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct complete in all material respects on at and as of the Closing Date as though such representations and warranties were made on at and as of such datesthat time and Seller shall have received a certificate, executed on behalf of Buyer or its permitted assignee by an officer thereof, to that effect.

Accuracy of Representations and Warranties. All The representations and warranties made by of Seller contained in this Agreement, in any schedule(s) hereto, and/or the Disclosure Schedule or in any written statement closing certificate or document delivered to the Fiserv and Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on at and as of the date of this Agreement and shall be true and correct at and as of the Closing Date as though made at and as of that time other than such representations and warranties were as are specifically made on and as of such datesanother date, and the Company and Seller shall each have delivered to Fiserv and Buyer certificates to that effect.

Accuracy of Representations and Warranties. All representations and warranties made by Seller Buyer contained in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written statement delivered to the by Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations repre sentations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations and warranties made by Seller Buyer in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of that date (except those representations and warranties made as of a specified date, which shall be so true and correct as of such datesspecified date).

Accuracy of Representations and Warranties. All Except as otherwise ------------------------------------------ permitted by this Agreement, all representations and warranties made by Seller Buyer in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written statement delivered to the by Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Accuracy of Representations and Warranties. All The representations and warranties made by of the Seller and the Company contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement certificate or document delivered to the Buyer under this Agreement Purchaser pursuant hereto shall be true and correct (subject to the standard set forth in all material respects Section 1.09 hereof) on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller Buyer contained in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written statement document delivered to the Buyer under this Agreement pursuant hereto shall be true accurate and correct in all material respects on and as of the date when made, and on and as of the Closing Date as though such representations and warranties were if made on and as of such datesthat date, and Seller shall have received a certificate dated the Closing Date signed by Buyer to the foregoing effect.

Accuracy of Representations and Warranties. All of the representations and warranties made by the Seller in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date (except as though such representations and warranties were made on and as of such datesexpressly contemplated or permitted by this Agreement).

Accuracy of Representations and Warranties. All The representations and warranties made by Seller warranty of Sellers contained in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the each Closing Date as though if made on such date, except for those representations and warranties were made on and which address matters only as of a particular date (which shall be true in all material respects as of such datesdate).

Accuracy of Representations and Warranties. All Each of the representations and warranties of Buyer made by Seller in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of such datesthe Closing Date.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of Buyer in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement Transaction Document shall be true and correct in all material respects on accurate at and as of the relevant Closing Date with the same effect as though such representations and warranties were if made on at and as of such datesClosing Date, except for changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. All representations and warranties made by Seller contained in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written statement delivered to the Buyer by Seller under this Agreement shall be true and correct true, in all material respects respects, on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations and warranties made by Seller of Purchaser and Ahead in this Agreement, or in any schedule(s) heretoschedule, and/or exhibit, document or certificate furnished to Seller in any written statement delivered to connection with the Buyer under transactions contemplated by this Agreement Agreement, shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties made by the Seller in this Agreement, in any schedule(s) hereto, and/or or in any written statement that shall be delivered to the Buyer by it under this Agreement Agreement, shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Accuracy of Representations and Warranties. All Each of the representations and warranties made by of the Seller contained in this Agreement, Agreement and in any schedule(s) hereto, and/or in any written statement certificate delivered to the Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on and as of the Closing Date Date, with the same force and effect as though such representations and warranties were made on and as of such datesthe Closing Date (or on the date to which it relates, in the case of any representation or warranty which specifically relates to an earlier date).

Accuracy of Representations and Warranties. All representations and warranties made by of Seller contained in this Agreement, Agreement (and in any schedule(sdocument delivered in connection herewith) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on when made and at and as of the Closing Date as though made at and as of that time, and Buyer shall have received a certificate, executed by Seller, repeating, as of the Closing Date, all such representations and warranties were made on and as of such dateswarranties.

Accuracy of Representations and Warranties. All representations and warranties made by of Seller contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement document delivered to the Buyer under this Agreement pursuant hereto shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of Buyer contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement certificate or document delivered to the Buyer under this Agreement Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on at and as of that dates and Buyer shall have delivered to Seller a certificate to such dateseffect.

Accuracy of Representations and Warranties. All representations and warranties made by Seller and the Owners contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any agreement or written statement delivered by Seller or any of the Owners to the Buyer under Purchaser pursuant to this Agreement that are qualified as to materiality will be true and correct in all respects and those not so qualified shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All representations and warranties made by Seller of Buyer contained in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on at and as of the date of this Agreement and at and as of the Closing Date Date, except as though and to the extent that the facts and conditions upon which such representations and warranties were made on and as of such datesare based are expressly required or permitted to be changed by the terms hereof.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to of the Buyer under set out in this Agreement shall be true and correct in all material respects on and accurate as of at the Closing Date as though such representations with reference to the facts and warranties were made on and as of such datescircumstances then existing.

Accuracy of Representations and Warranties. All representations and warranties made by the Seller and the Owners contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any agreement or written statement delivered by the Seller or any of the Owners to the Buyer under Purchaser pursuant to this Agreement that are qualified as to materiality will be true and correct in all respects and those not so qualified shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesthat date.

Accuracy of Representations and Warranties. All The representations and warranties made by of Seller contained in this AgreementAgreement or in any document, agreement or instrument delivered by it pursuant hereto shall have been true when made, and, in any schedule(s) heretoaddition, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of such datesthe Closing Date.

Accuracy of Representations and Warranties. All Each of the representations and warranties made by Seller of the Buyer set forth in this AgreementAgreement that is qualified by materiality shall be true and correct at and as of the Closing Date as if made at and as of such time, in any schedule(s) hereto, and/or in any written statement delivered to and each of the Buyer under this Agreement representations and warranties that is not so qualified shall be true and correct in all material respects on at and as of the Closing Date as though such representations and warranties were if made on at and as of such datestime.

Accuracy of Representations and Warranties. All The representations and warranties made by of Seller contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement Seller Document or closing certificate delivered to the Buyer under this Agreement pursuant hereto shall be true and correct in all material respects on at and as of the Closing Date as though made at and as of that time other than such representations and warranties were as are specifically made on and as of such datesanother date, and Seller shall have delivered to Buyer a certificate to that effect.

Accuracy of Representations and Warranties. All Each of the representations and warranties made by of Seller contained in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects; provided that any representation or warranty qualified by materiality shall be true and correct in all respects, and Seller shall have performed and satisfied in all material respects on all of its covenants, conditions and as of the Closing Date as though such representations agreements and warranties were made on shall have delivered to Purchaser all documents and as of such datesagreements required by this Agreement to be performed, satisfied or delivered by Seller prior to Closing.

Accuracy of Representations and Warranties. All The representations and warranties made by of Seller contained in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement and all Related Agreements shall be true and correct in all material respects on at and as of the Closing Date as though such representations and warranties were made on that date, and as Buyer shall have received a certificate to such effect signed by the President or a Vice President of such datesSeller.

Accuracy of Representations and Warranties. All representations and warranties made by Seller of the Sellers and the Shareholders contained in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written statement instrument delivered to the Buyer by the Sellers and the Shareholders under this Agreement shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date Date, as though such representations and warranties were made on and as of such datesthat date, without giving any effect to any supplement to the Schedules hereto.

Accuracy of Representations and Warranties. All Except as otherwise permitted by this Agreement, all representations and warranties made by Seller Buyer in this Agreement, in any schedule(s) hereto, and/or Agreement or in any written statement delivered to the by Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesat that time.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of Purchaser contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement closing certificate or document delivered by Purchaser to the Buyer under this Agreement Sellers pursuant hereto shall be true and correct in all material respects on at the time of execution of this Agreement and as of the Closing Date as though made at and as of that date other than such representations and warranties were as are specifically made on and as of another date. Sellers shall have received a certificate signed by duly authorized representatives of Purchaser to such dateseffect.

Accuracy of Representations and Warranties. All The representations and warranties made by of Seller and the Shareholders set forth in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on at and as of the Effective Time of Closing Date as though such representations and warranties were if made on at and as of such datestime.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of Buyer contained in this Agreement, Agreement or in any schedule(s) hereto, and/or in any written statement Buyer Document or closing certificate delivered to the Buyer under this Agreement Seller pursuant hereto shall be true and correct in all material respects on and as of the Closing Date as though made at and as of that date, other than such representations and warranties were as are specifically made on and as of such datesanother date, and Buyer shall have delivered to Seller a certificate to that effect.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of the Sellers set out in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true true, accurate and correct in all material respects on and not misleading as of at the Closing Date as though such representations with reference to the facts and warranties were made on and as of such datescircumstances then existing.

Accuracy of Representations and Warranties. All Each of the representations and warranties made by Purchaser in this Agreement and in each of the other agreements and instruments delivered to Seller in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to connection with the Buyer under transactions contemplated by this Agreement shall be true and correct have been accurate in all material respects on as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as though such representations and warranties were if made on and as of such datesthe Closing Date except for items specifically permitted by this Agreement or consented to in writing by Seller.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of the Sellers set out in this Agreement, in any schedule(s) hereto, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and accurate as of at the Closing Date as though such representations with reference to the facts and warranties were made on and as of such datescircumstances then existing.

Accuracy of Representations and Warranties. All The representations and warranties made by Seller of Buyer contained in this AgreementAgreement or in any document, agreement or instrument delivered by it pursuant hereto shall have been true when made, and, in any schedule(s) heretoaddition, and/or in any written statement delivered to the Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of such datesthe Closing Date.

Accuracy of Representations and Warranties. All warranties and representations and warranties made by Seller in this Agreement, or in any schedule(s) heretoschedule, and/or exhibit, document or certificate furnished to Purchaser in any written statement delivered to connection with the Buyer under transactions contemplated by this Agreement Agreement, shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such datesDate.