Common use of Accuracy of Representations Clause in Contracts

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties).

Accuracy of Representations. Each of the (a) The representations and warranties made by of Parent and Merger Sub contained in this Agreement that are qualified by "Material Adverse Effect" or otherwise qualified as to materiality shall have been accurate in all material respects as of the date of this Agreement (without giving effect to Agreement, except for any materiality or similar qualifications contained in such representations and warranties)warranties made as of a specific date, and which shall be have been accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties)date.

Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on and as of the Closing Date; provided, however, that any representations and warranties qualified by "Material Adverse Effect" or other materiality qualifications are accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations as if made on and warranties)as of the Closing Date.

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties).

Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on and as of the Closing Date (without giving effect to any it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality or similar qualifications contained in such representations and warrantieswarranties shall be disregarded), except for any such failure which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Parent.

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement not qualified as to materiality shall have been accurate in all material respects respects, and all such representations and warranties qualified by materiality shall have been accurate as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Agreement, and shall be accurate in all material respects on and as of the Closing Date as if made at on the Closing Date (without giving effect to any materiality or similar qualifications contained update to the Parent Disclosure Schedule not consented to in such representations and warrantieswriting by the Company).

Accuracy of Representations. Each of the representations and warranties made by of Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on and as of the Closing Date (without giving effect to except for any materiality or similar qualifications contained in such representations and warrantieswarranties made as of a specific date, which shall have been accurate in all material respects as of such date).

Accuracy of Representations. Each of the (a) The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any Agreement; provided, however, that in determining the accuracy of such representations and warranties for purposes of this Section 7.1(a), all materiality or similar qualifications that are contained in such representations and warranties), warranties and shall be accurate in all material respects as that limit the scope of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties)warranties shall be disregarded.

Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on and as of the Closing Date (without giving effect to any materiality or similar qualifications contained in it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been be accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on and as of the Closing Date (without giving effect to any materiality or similar qualifications contained Date, provided, however, that this condition shall be deemed satisfied unless all inaccuracies in such representations and warranties)warranties (considered collectively) are deemed to have a Material Adverse Effect on Parent.

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties).

Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been are accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Agreement, and shall will be accurate in all material respects at all times until termination of this Agreement and will be accurate in all respects as of the Closing Date date of the consummation of the Merger as if made at on that date, in each case, subject to changes or events permitted by this Agreement or the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Merger Agreement.

Accuracy of Representations. Each of the The representations and warranties made by of each of Parent and Merger Sub contained in this Agreement shall have been are accurate and complete in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Agreement, and shall except where expressly made as of the date of this Agreement, will be accurate in all material respects as of at all times through and including the Closing Expiration Date as if made at the Closing Date (without giving effect to as of any materiality such time or similar qualifications contained in such representations and warranties)date.

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality qualifications or similar qualifications contained or incorporated directly or indirectly in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on the Closing Date (without giving effect to any materiality qualifications or similar qualifications contained or incorporated directly or indirectly in such representations and warranties).

Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub set forth in this Agreement shall have been accurate in all material respects as of (excluding any representation or warranty that refers specifically to “the date of this Agreement (without giving effect to Agreement,” “the date hereof” or any materiality or similar qualifications contained in such representations and warranties), and other date other than the Closing Date) shall be accurate in all material respects as of the Closing Date as if made at on and as of the Closing Date (without giving effect to any limitation as to materiality or similar qualifications contained in such representations and warrantiesMaterial Adverse Effect).

Accuracy of Representations. Each of the representations and warranties made by Parent Parent, Purchaser and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Agreement, and shall be complete and accurate in all material respects (except for those heretofore qualified by materiality, in which case, no additional standard of materiality shall be applied) as of the Closing Date as if made at on the Closing Date (without giving effect to any materiality or similar qualifications contained in such except that those representations and warrantieswarranties which address matters only as of a particular date shall have been true and correct only on such date).

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving double effect to any materiality or similar qualifications contained in such representations and warrantiesqualifications), and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving double effect to any materiality or similar qualifications contained in such qualifications) except that those representations and warrantieswarranties that are made as of a specific date need only be true and correct in all material respects as of such date (without giving double effect to any materiality qualifications).

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), Date and shall be accurate in all material respects as of the Closing Date as if made at on the Closing Date (except as to such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date), in each case, without giving effect to any materiality or similar qualifications contained in such representations and warranties).

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Agreement, and shall continue to be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any update to the Parent Disclosure Schedule, and without giving effect to any “Material Adverse Effect” or other materiality or similar qualifications contained or incorporated directly or indirectly in such representations and warranties).

Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub set forth in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on and as of the Closing Date (without giving effect to any it being understood that, for purposes of determining the accuracy of such representations and warranties, for purposes of this Section 10.1 all "Material Adverse Effect" qualifications and other materiality or similar qualifications contained in such representations and warrantieswarranties shall be disregarded).

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warrantiesupdate to the Parent Disclosure Schedule).

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall be accurate in all material respects as of the date hereof and as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of such date; provided, however, that for purposes of determining the date accuracy of this Agreement (without giving effect to any such representations and warranties, all materiality or similar qualifications contained in such representations and warranties), and warranties limiting their scope shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties)disregarded.

Accuracy of Representations. Each All of the representations and warranties made by Parent and Merger Sub Purchaser in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in or incorporated in, and limiting the scope of, such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on and as of the Closing Date (without giving effect to any materiality or similar qualifications contained in or incorporated in, and limiting the scope of, such representations and warranties).

Accuracy of Representations. Each of the (a) The representations and warranties made by of Parent and Merger Sub Subs contained in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any Agreement; provided, however, that in determining the accuracy of such representations and warranties for purposes of this Section 7.1(a), all materiality or similar qualifications that are contained in such representations and warranties), warranties and shall be accurate in all material respects as that limit the scope of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties)warranties shall be disregarded.

Accuracy of Representations. Each of the representations and warranties made by of Parent and Merger Sub in this Agreement shall have been accurate be true and correct in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on and as of the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Date.

Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been are accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall will be accurate in all material respects as of the Closing Date date of the consummation of the Merger as if made at as of the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Date.

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in Date, unless such representations and warrantiesor warranties are qualified by a "Material Adverse Effect" or other materiality qualification in which case such representation or warranties shall be accurate in all respects).

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Agreement, and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained Closing, except for inaccuracies in such representations and warranties)warranties that have not had, and are not reasonably likely to have, a material adverse effect on Parent's business, financial condition or results of operation.

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement and in each of the other agreements and instruments delivered to the Company in connection with the transactions contemplated by this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on the Closing Date (without giving effect to any it being understood that, for purposes of determining the accuracy of such representations and warranties, all "Material Adverse Effect" qualifications and other materiality or similar qualifications contained in such representations and warrantieswarranties shall be disregarded).

Accuracy of Representations. Each of the representations and warranties made by Parent and or Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Closing Date, and shall be accurate in all material respects as of the Closing Date as if made at as of the Closing Date (without giving effect to any materiality qualifications or similar qualifications contained or incorporated directly or indirectly in such representations and warranties), other than such representations and warranties which are made as of a certain date, which shall be so true and accurate as of such date.

Accuracy of Representations. Each of the representations and warranties made by of Parent and Merger Sub in this Agreement shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, and without giving effect to any reference therein to material adverse effect or other materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warrantiesqualifications).

Accuracy of Representations. Each of the representations and warranties made by Ultimate Parent, Parent and Merger Sub in this Agreement shall be accurate in all material respects as of the Merger Closing Date as if made on and as of the Merger Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties)date.

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub Subs in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Scheduled Closing Date Time as if made at the Scheduled Closing Date Time (without giving effect to any materiality or similar qualifications contained in such representations and warranties).

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving double effect to any materiality or similar qualifications contained in such representations and warrantiesqualifications), and shall be accurate in all material respects as of the Closing Date as if made at on the Closing Date (without giving double effect to any materiality or similar qualifications contained in such representations and warrantiesqualifications).

Accuracy of Representations. (a) Each of the representations and warranties made by Parent and Merger Sub in this Agreement that are qualified as to materiality shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties)Closing.

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement that are qualified by materiality shall have been accurate be true and correct, and the representation and warranties of the Parent and Merger Sub set forth in this Agreement that are not so qualified shall be true and correct in all material respects respects, in each case as of the date of this Agreement and (without giving effect except to any materiality or similar qualifications contained in the extent such representations and warranties), and shall be accurate in all material respects warranties speak as of an earlier date) as of the Closing Date as if though made at on and as of the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warrantiesupdate to the Parent Disclosure Schedule).

Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub Subs in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at the Closing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties).