Common use of Representations and Warranties True Clause in Contracts

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The All the representations and warranties of Buyer contained in this Agreement will Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true, complete true and accurate in all material respects as of the date when made and at correct on and as of the Closing, Closing Date as though such representations and warranties were if made at on and as of such timedate, except for changes as affected by transactions contemplated or permitted or contemplated in by this Agreement, Agreement and except insofar to the extent that any such representation or warranty is made as the representations and warranties relate expressly and solely to of a particular date or periodspecified date, in which case they will be such representation or warranty shall have been true and correct at the Closing with respect to as of such date or periodspecified date.

Representations and Warranties True. The All the representations and warranties of Buyer contained in this Agreement will shall be true, complete true and accurate in all material respects as of the date when made and at correct on and as of the ClosingClosing Date in all material respects, as though except to the extent that any such representations and warranties were representation or warranty is made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or periodspecified date, in which case they will be such representation or warranty shall have been true and correct at as of such specified date, except to the Closing with respect to such date or periodextent contemplated by this Agreement.

Representations and Warranties True. The representations and warranties of Buyer the Seller contained in this Agreement will including the Disclosure Schedule attached hereto, shall be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing Date as though such representations and warranties were being made at and as of the Closing Date (except that representations and warranties which refer to conditions existing on a specific date, such timeas representations and warranties regarding the Financial Statements, shall continue to refer to that date) and except for changes expressly permitted or contemplated in by the terms of this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of the Buyer contained in this Agreement will shall be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing as though such representations and warranties were being made at and as of such timethe Closing Date, and except for changes expressly permitted or contemplated in by the terms of this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained made by Seller in this Agreement will be true, complete shall have been true and accurate in all material respects as of the date correct when made and at shall be true and correct on and as of the Closing, Closing Date with the same force and effect as though such representations and warranties were had been made at on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or perioddate.

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will shall be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing as though such representations and warranties were being made at and as of such timethe Closing Date, and except for changes expressly permitted or contemplated in by the terms of this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Agreement will shall be true, complete (A) true and accurate correct as of the Effective Date and (B) true and correct in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were if made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as where the failure of such representations and warranties relate expressly and solely to a particular date or period, in which case they will be so true and correct at as of the Closing with respect Date would not reasonably be expected to such date have a material adverse effect on Purchaser’s ownership or periodoperation of the Property.

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Purchase Agreement will shall be true, complete and accurate in all material respects true and accurate as of the date when made and at and as of the ClosingClosing Date, as though such except for (a) representations and warranties were made at that speak as of a specific date or time (which need only be materially true and correct as of such date or time), except for and (b) changes permitted or contemplated in by this Purchase Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained in this Purchase Agreement will shall be true, complete and accurate in all material respects true and accurate as of the date when made and at and as of the ClosingClosing Date, as though such except for (a) representations and warranties were made at that speak as of a specific date or time (which need only be materially true and correct as of such date or time), except for and (b) changes permitted or contemplated in by this Purchase Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer Sellers contained in this Agreement will including the Disclosure Schedule attached hereto, shall be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing Date as though such representations and warranties were being made at and as of the Closing Date (except that representations and warranties which refer to conditions existing on a specific date, such timeas representations and warranties regarding the Financial Statements, shall continue to refer to that date) and except for changes expressly permitted or contemplated in by the terms of this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of the Buyer contained in this Agreement will or in any certificate or other document delivered pursuant to this Agreement shall be true, complete true and accurate correct in all material respects (except for representations and warranties which are by their terms qualified by materiality, which shall be true and correct in all respects) as of the date when made Closing Date with the same force and at and as of the Closing, effect as though such representations and warranties were made at on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or perioddate.

Representations and Warranties True. The representations and warranties of Buyer contained made by the Seller in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made and at and as of the Closing, Closing Date as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will be are true, complete complete, and accurate in all material respects as of the date when made and at of this Agreement and as of the Closing, date of Closing as though such representations and warranties were if made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or perioddate.

Representations and Warranties True. The All the representations and warranties of Buyer Buyers contained in this Agreement will shall be true, complete true and accurate in all material respects as of the date when made and at correct on and as of the ClosingClosing Date, as though except to the extent that any such representations and warranties were representation or warranty is made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or periodspecified date, in which case they will be such representation or warranty shall have been true and correct at the Closing with respect to as of such date or periodspecified date.

Representations and Warranties True. The representations and warranties of Buyer Purchaser contained in this Agreement will be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The All the representations and warranties of Buyer Buyers contained in this Agreement will shall be true, complete true and accurate in all material respects as of the date when made and at correct on and as of the ClosingClosing Date, as though except to the extent that any such representations and warranties were representation or warranty is made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or periodspecified date, in which case they will be such representation or warranty shall have been true and correct at as of such specified date, except to the Closing with respect to such date extent contemplated by this Agreement or periodthe Ancillary Documents.

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will be true, complete true and accurate in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were made at on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or perioddate.

Representations and Warranties True. The representations and warranties of Buyer the Purchaser contained in this Agreement will be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained made by the Seller in this Agreement will shall be true, complete and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained made by Seller in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date as though such representations and warranties were made at on and as of such timethe Closing Date, except for any representation and warranty which specifically relates to an earlier date and any changes permitted by the terms hereof or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely consented to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodby Purchaser.

Representations and Warranties True. The representations and warranties of Buyer the Purchasers contained in this Agreement will be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Agreement will be true, complete true and accurate in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were made at on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or perioddate.

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Agreement will be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing Date as though such representations and warranties were made at and as of such time, except for changes specifically permitted or contemplated in by this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and ----------------------------------- warranties of Buyer contained in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date as though such representations and warranties were made at and as of such timethat date, except for changes permitted or contemplated in this Agreement, and except insofar that occur as a result of the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodpassage of time.

Representations and Warranties True. The representations and warranties of Buyer the Purchaser contained in this Agreement will shall be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will shall be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of made by Buyer contained in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were had been made at or given on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodDate.

Representations and Warranties True. The representations and warranties of Buyer Sellers contained in this Agreement will and in all certificates and other documents delivered by the Sellers to Buyer pursuant hereto or in connection with the transactions contemplated hereby shall be true, complete and accurate in all material respects true, completed and accurate as of the date when made and at and as of the Closing, Closing as though such representations representation and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.date;

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will shall be true, complete and accurate in all material respects true and correct as of the date when made and at and as of the Closing, Closing Date as though such representations and warranties were made at and as of such timedate, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to that speak as of a particular specific date or period, in time (which case they will need only be materially true and correct at the Closing with respect to as of such date or periodtime).

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will or in the Schedules hereto shall be true, complete and accurate true in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were made at on and as of such timethe Closing Date, except for changes permitted to the extent expressly waived by Seller in writing or as effected by transactions contemplated in by this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will or in any certificate or other document delivered pursuant to this Agreement shall be true, complete true and accurate correct in all material respects (except for representations and warranties which are by their terms qualified by materiality, which shall be true and correct to the in all respects) as of the Closing Date with the same force and effect as though made on and as of such date and shall have been true as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodhereof.

Representations and Warranties True. The representations and warranties of Buyer Purchaser contained in this Agreement will shall be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will shall be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained made by the Purchaser in this Agreement will shall be true, complete and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Agreement will be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing as though such representations and warranties were made at and as of such time, except for changes specifically permitted or contemplated in by this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Agreement will or in the Schedules hereto shall be true, complete and accurate true in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were made at on and as of such timethe Closing Date, except for changes permitted to the extent expressly waived by Buyer in writing or as effected by transactions contemplated in by this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The Each of the representations and warranties of Buyer contained in this Agreement will shall be truetrue and correct, complete and accurate in all material respects as of the date when Closing Date (except to the extent such representation and warranty speaks as of an earlier date), as though made and at on and as of the Closing, as though such representations and warranties were made at and as of such timeClosing Date, except for changes permitted or contemplated in this Agreement, and except insofar as where the representations and warranties relate expressly and solely failure to a particular date or period, in which case they will be so true and correct at would not, individually or in the Closing with respect aggregate, have or be reasonably likely to such date or periodhave a material adverse effect on Buyer’s ability to effect the transactions contemplated herein.

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Purchase Agreement will shall be true, complete and accurate in all material respects true and accurate as of the date when made and at and as of the Closing, Closing Date as though such representations and warranties were made at and as of such timedate, except for (a) representations and warranties that speak as of a specific date or time (which need only be materially true and correct as of such date or time) and (b) changes permitted or contemplated in by this Purchase Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained made by Seller in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made and at and as of the Closing, Closing Date as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The Each of the representations and warranties of Buyer each Seller contained in this Agreement will be true, complete shall have been true and accurate correct in all material respects on and as of the date when made hereof and at shall be true and correct in all material respects on and as of the Closing, Closing Date with the same effect as though such made on and as of the Closing Date, except for representations and warranties were made at and that speak only as to matters existing as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular specific date or period, in time other than the Closing Date (which case they will need only be true and correct at the Closing with respect to as of such date or periodtime).

Representations and Warranties True. The All of the representations and warranties of Buyer the Purchaser contained in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made and at and as of Shares Closing Date or the ClosingOption Closing Date, as though such representations and warranties were made at and as of such timethe case may be, except for changes permitted or contemplated in by this Agreement, Agreement and except insofar to the extent that any such representation or warranty is made as the representations and warranties relate expressly and solely to of a particular date or periodspecified date, in which case they will be such representation or warranty shall have been true and correct at the Closing with respect to in all material respects as of such date or perioddate.

Representations and Warranties True. The representations and warranties of Buyer contained in made by Seller under this Agreement will shall be true, complete true and accurate correct in all material respects as of on the date when made of this Agreement and at shall be true and correct in all material respects on and as of the Closing, Closing Date with the same force and effect as though if such representations and warranties were had been made at on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodDate.

Representations and Warranties True. The representations and warranties of made by each Buyer contained in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were had been made at or given on and as of such time, the Closing Date (except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties that relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodspecific date).

Representations and Warranties True. The representations and warranties of Buyer the Purchaser contained in this Agreement will be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer the Purchaser contained in this Agreement will be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes specifically permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and ----------------------------------- warranties of made by Buyer contained in this Agreement will shall be true, complete true and accurate in all material respects correct as of the date when made of this Agreement and at on and as of the Closing, Closing Date as though such representations and warranties were made at on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or perioddate.

Representations and Warranties True. The representations and warranties of Buyer contained made by Sellers in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were had been made at or given on and as of such time, the Closing Date (except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties that relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodspecific date).

Representations and Warranties True. The representations and warranties of Buyer Sellers contained in this Agreement will be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing Date (unless specifically made as of the Effective Date) as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will shall be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will shall be true, complete and accurate in all material respects true and accurate as of the date when made made, and, except as to representations and warranties which are expressly limited to a state of facts existing at a time prior to the Closing Date, shall be in all material respects true and accurate at and as of the Closing, Closing Date as though such representations and warranties were if made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at on the Closing with respect to such date or periodDate.

Representations and Warranties True. The Buyer’s representations and warranties of Buyer contained in this Agreement will shall be true, complete true and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodDate.

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Agreement will shall, taken as a whole, be true, complete and accurate in all material respects as of the date when made of this Agreement and at and as of the Closing, Closing Date as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the date (other than representations and warranties relate expressly made as of another stated date, which representations and solely to a particular date or periodwarranties shall have been true, complete and accurate in which case they will be true and correct at the Closing with respect to all material respects as of such date or perioddate).

Representations and Warranties True. The representations and warranties of Buyer the Seller and Company contained in this Agreement Agreement, will be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes specifically permitted or contemplated in by this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The All of the ----------------------------------- representations and warranties of Buyer the Purchaser contained in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made and at and as of Shares Closing Date or the ClosingOption Closing Date, as though such representations and warranties were made at and as of such timethe case may be, except for changes permitted or contemplated in by this Agreement, Agreement and except insofar to the extent that any such representation or warranty is made as the representations and warranties relate expressly and solely to of a particular date or periodspecified date, in which case they will be such representation or warranty shall have been true and correct at the Closing with respect to in all material respects as of such date or perioddate.

Representations and Warranties True. The representations and warranties of Buyer Purchaser contained in this Agreement will shall be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing as though such representations and warranties were made at and as of such time, except for changes specifically permitted or contemplated in by this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will shall be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer Purchaser contained in this Agreement will shall be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer Sellers contained in this Agreement will including the Disclosure Schedules attached hereto, shall be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing Date as though such representations and warranties were being made at and as of the Closing Date (except that representations and warranties which refer to conditions existing on a specific date, such timeas representations and warranties regarding the Financial Statements, shall continue to refer to that date) and except for changes expressly permitted or contemplated in by the terms of this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of made by Buyer contained in this Agreement will must be true, complete true and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were had been made at or given on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodDate.

Representations and Warranties True. The representations and warranties of Buyer the Purchaser contained in this Agreement will shall be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the such Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will shall be true and correct in all material respects at the such Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of by Buyer contained in this Agreement will or any other instrument delivered by Buyer under this Agreement or in connection with the transfer of the Purchased Assets shall be true, complete true and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodDate.

Representations and Warranties True. The representations and warranties of Buyer Purchaser contained in this Agreement will shall be true, complete true and accurate in all material respects as of the date when made and at and as of the Closing, as though such Closing Date (other than representations and warranties were made at that address matters only as of a certain date, which shall be true and accurate in all material respects as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodcertain date).

Representations and Warranties True. The representations and warranties of Buyer contained made by the Purchaser in this Agreement will shall be true, complete and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date as though such representations and warranties were made at on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or perioddate.

Representations and Warranties True. The representations and warranties of made by Buyer contained in this Agreement will be true, complete are true and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were have been made at or given on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodDate.

Representations and Warranties True. The All the representations and warranties of Buyer contained in this Agreement will shall be true, complete true and accurate in all material respects as of the date correct when made and at and as of the Closing, Closing Date as though such representations and warranties were made at and as of such time, that time except for changes as affected by transactions permitted or contemplated in by this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained made by Purchaser in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made (other than representations or warranties qualified by materiality which shall be true and at correct in all respects) on and as of the Closing, Closing Date as though such representations and warranties were made at on and as of such timethe Closing Date, except for any representation and warranty which specifically relates to an earlier date and any changes permitted by the terms hereof or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely consented to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodby Seller.

Representations and Warranties True. The representations and warranties of Buyer contained made by Seller in this Agreement will shall be true, complete true and accurate correct in all material respects as of the date when made (other than representations or warranties qualified by materiality which shall be true and at correct in 37 all respects) on and as of the Closing, Closing Date as though such representations and warranties were made at on and as of such timethe Closing Date, except for any representation and warranty which specifically relates to an earlier date and any changes permitted by the terms hereof or contemplated consented to in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodwriting by Purchaser.

Representations and Warranties True. The representations and warranties of Buyer contained in this Purchase Agreement will shall be true, complete and accurate in all material respects true and accurate as of the date when made and at and as of the Closing, Closing Date as though such representations and warranties were made at and as of such timedate, except for (a) representations and warranties that speak as of a specific date or time (which need only be materially true and correct as of such date or time) and (b) changes permitted or contemplated in by this Purchase Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will be true, complete and accurate in all material respects as of the date when made and at and as of the ClosingClosing Date, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing Closings with respect to such date or period.;

Representations and Warranties True. The Each of the representations and warranties of Buyer contained in this Agreement will be true, complete shall have been true and accurate correct in all material respects on and as of the date when made hereof and at shall be true and correct in all material respects on and as of the Closing, Closing Date with the same effect as though such made on and as of the Closing Date, except for representations and warranties were made at and that speak only as to matters existing as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular specific date or period, in time other than the Closing Date (which case they will need only be true and correct at the Closing with respect to as of such date or periodtime).

Representations and Warranties True. The representations and warranties of Buyer contained made by Sellers in this Agreement will be true, complete shall have been true and accurate in all material respects as of the date correct when made and at shall be true and correct on and as of the Closing, Closing Date with the same force and effect as though such representations and warranties were had been made at on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or perioddate.

Representations and Warranties True. The representations and warranties of Buyer contained made by Seller in this Agreement will be true, complete are true and accurate correct in all material respects as of the date when made and at on and as of the Closing, Closing Date with the same effect as though such representations and warranties were had been made at or given on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or periodDate.

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Agreement will be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Effective Date and the Closing Date as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will shall be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will shall be in all material respects true, complete and accurate in all material respects at the Closing Date as of the date when made and at and as of the Closing, as though if such representations and warranties were made at and as of such timedate, except for changes expressly permitted or contemplated in by the terms of this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer the Sellers and/or the Company contained in this Agreement will shall be true, complete true and accurate in all material respects (except that (i) the representations and warranties contained in Article 2 and Section 3.6 and (ii) each other representation or warranty to the extent already qualified by materiality shall be true and correct in all respects) on and as of the date when made and at and as of the Closing, Closing with the same effect as though such representations and warranties were made at on and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or perioddate.

Representations and Warranties True. The representations and warranties of Buyer contained in this Agreement will and in all certificates and other documents delivered and to be true, complete and accurate delivered by Buyer to the Seller pursuant hereto or in connection with the transactions contemplated hereby shall be in all material respects true and accurate as of the date when made and at and as of the Closing, Closing as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.date;

Representations and Warranties True. The representations and warranties of Buyer Seller contained in this Agreement will be in all material respects true, complete and accurate in all material respects as of the date when made and at and as of the Closing, Closing Date (unless specifically made as of the Effective Date) as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will shall be true and correct in all material respects at the Closing with respect to such date or period.

Representations and Warranties True. The representations and warranties of Buyer contained Sellers in this Agreement will be true, complete and accurate in any agreement or document delivered in connection with the transactions contemplated by this Agreement are true and correct in all material respects as of the date when made Closing Date and at and as of the Closingeach Transfer Date, as though such other than representations and warranties were made at and that expressly speak as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular specific date or period, in time (which case they will need only be true and correct at the Closing with respect to in all material respects as of such date or periodtime).

Representations and Warranties True. The All of the representations and warranties of the Buyer contained in this Agreement will (including, without limitation, the Disclosure Schedule) shall be true, complete true and accurate correct in all material respects (except that where any statement in a representation or warranty is qualified by a standard of materiality, such statement, as of so qualified, shall not have become untrue in any respect) on the date when made and at and as of the Closing, Closing Date as though such representations and warranties were made at and as of on such time, except for changes permitted or contemplated in this Agreementdate, and except insofar as the representations and warranties relate expressly and solely Buyer shall have delivered certificates to a particular date or period, in which case they will be true and correct that effect at the Closing with respect to such date or periodClosing.

Representations and Warranties True. The representations and warranties of Buyer contained Purchasers in this Agreement will be true, complete and accurate in any agreement or document delivered in connection with the transactions contemplated by this Agreement are true and correct in all material respects as of the date when made and at and as of the ClosingClosing Date, as though such other than representations and warranties were made at and that expressly speak as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular specific date or period, in time (which case they will need only be true and correct at the Closing with respect to in all material respects as of such date or periodtime).