Common use of Accuracy of Representations and Warranties Clause in Contracts

Accuracy of Representations and Warranties. The representations and warranties of Sellers contained in this Agreement or in any certificate or document delivered to Buyers 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, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The representations and warranties of Sellers contained Buyer in this Agreement or in any certificate or document delivered to Buyers pursuant hereto Transaction Document shall be true and correct in all material respects on accurate at and as of Closing with the Closing Date same effect as though if made at and as of that dateClosing, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectexcept for changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by Buyer in this Agreement or and/or in any certificate or document written statement delivered to Buyers pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The representations and warranties of Sellers Buyer contained in this Agreement or in any certificate or document delivered to Buyers 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, subject to the updating date (except where such representation and warranty is made as of schedules as provided in Section 9.12a date specifically set forth therein), and Sellers Buyer shall have delivered to Buyers Seller a certificate to that effect.;

Accuracy of Representations and Warranties. The All of the representations and warranties of Sellers contained made by Seller in this Agreement or in any certificate or document delivered to Buyers pursuant hereto 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 made at and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectexpressly contemplated or permitted by this Agreement).

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by Seller and the Shareholders in this Agreement or Agreement, in any certificate or document Schedule(s) hereto, and/or in any written statement delivered to Buyers pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The ------------------------------------------ representations and warranties of Sellers Buyer contained in this Agreement or in any certificate or document delivered to Buyers 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, subject to the updating date (except where such representation and warranty is made as of schedules as provided in Section 9.12a date specifically set forth therein), and Sellers Buyer shall have delivered to Buyers Seller a certificate to that effect.;

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained by Seller in this Agreement or in any certificate or document written statement that shall be delivered to Buyers pursuant hereto Buyer under this Agreement 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, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effecttime.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by the Shareholders in this Agreement or Agreement, in any certificate or document Schedule(s) hereto, and/or in any written statement delivered to Buyers pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by the Buyer in this Agreement or and/or in any certificate or document written statement delivered to Buyers pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The representations and warranties of Sellers contained Seller in this Agreement or in any certificate or document delivered to Buyers pursuant hereto Transaction Document shall be true and correct in all material respects on accurate at and as of Closing with the Closing Date same effect as though if made at and as of that dateClosing, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectexcept for changes permitted or contemplated by this Agreement.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by Seller in this Agreement or Agreement, in any certificate or document schedule(s) hereto, and/or in any written statement delivered to Buyers pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectsuch dates.

Accuracy of Representations and Warranties. The All of the representations and warranties of Sellers contained made by the Seller in this Agreement or in any certificate or document delivered to Buyers pursuant hereto 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 made at and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectexpressly contemplated or permitted by this Agreement).

Accuracy of Representations and Warranties. The Each of the representations and warranties of Sellers Seller contained in this Agreement or in any certificate other document or document agreement referenced in this Agreement and signed or delivered to Buyers pursuant hereto 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 made at and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectDate.

Accuracy of Representations and Warranties. The representations and warranties of Sellers contained the Seller set out in this Agreement or in any certificate or document delivered to Buyers pursuant hereto shall be true true, accurate and correct in all material respects on and not misleading as of at the Closing Date as though made at and as of that date, subject with reference to the updating of schedules as provided in Section 9.12, facts and Sellers shall have delivered to Buyers a certificate to that effectcircumstances then existing.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by Seller in this Agreement or any schedule or exhibit hereto or in any certificate or other document delivered furnished by Seller pursuant to Buyers pursuant hereto shall be this Agreement are true and correct in all material respects on and as of the Closing Date as though made 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 and as of that date, subject or prior to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectClosing Date.

Accuracy of Representations and Warranties. The representations and warranties of Sellers the Seller contained in this Agreement or in any Seller Document or closing certificate or document delivered to Buyers the Buyer 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 as are specifically made as of another date, subject to and the updating of schedules as provided in Section 9.12, and Sellers Seller shall have delivered to Buyers the Buyer a certificate to that effect.

Accuracy of Representations and Warranties. The Except as otherwise permitted by this Agreement, all representations and warranties of by the Sellers contained in this Agreement or in any certificate agreement or document in any written statement that is delivered to Buyers the Purchaser pursuant hereto shall to this Agreement will be true and correct in all material respects on and as of the Closing Date as though made at and as of on that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The representations and warranties of Sellers Seller contained in this Agreement or in any certificate schedule or document material delivered to Buyers pursuant hereto by Seller hereunder shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made at on and as of the Closing Date, except as affected by transactions contemplated hereby and except that date, subject to any such representation and warranty made as of the updating specified date (other than the date of schedules as provided in Section 9.12, and Sellers this Agreement) shall have delivered to Buyers a certificate to that effectbeen true on and as of such date.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by Purchaser in this Agreement or and/or in any certificate or document written statement delivered to Buyers pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The Each of the representations and warranties of Sellers contained made by Seller in this Agreement or and in any certificate or document each of the other agreements and instruments delivered to Buyers pursuant hereto Purchaser in connection with the 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 if made at and as of that date, subject on the 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 updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectDisclosure Schedule).

Accuracy of Representations and Warranties. The representations and warranties of Sellers contained Seller and Selling Member made in this Agreement Agreement, the Transaction Documents, and any Schedules or in any certificate or document delivered to Buyers certificates furnished pursuant hereto or thereto shall be true true, complete and correct in all material respects on and as of the Closing Date with the same force and effect as though made at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectClosing Date.

Accuracy of Representations and Warranties. The All representations and warranties of the Sellers and the Shareholders contained in this Agreement or in any certificate or document written instrument delivered to Buyers pursuant hereto 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 made at on and as of that date, subject without giving any effect to any supplement to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectSchedules hereto.

Accuracy of Representations and Warranties. The Except as otherwise permitted by this Agreement, all representations and warranties of Sellers contained by Buyer in this Agreement or in any certificate or document written statement delivered to Buyers pursuant hereto by Buyer under this Agreement 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, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effecttime.

Accuracy of Representations and Warranties. The Except as specifically permitted by this Agreement, all representations and warranties of Sellers contained by Seller and the Sole Shareholder in this Agreement or in any certificate written Schedule or document statement delivered to Buyers pursuant hereto Purchaser by Seller and the Sole Shareholder under this Agreement 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, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effecttime.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers by Seller and the Owners contained in this Agreement or in any certificate agreement or document written statement delivered by Seller or any of the Owners to Buyers Purchaser pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The ------------------------------------------ representations and warranties of Sellers contained in this Agreement Agreement, the Seller Disclosure Schedule or in any certificate or document executed and delivered by any Seller pursuant to Buyers pursuant hereto 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 if they had been made at and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectClosing.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers by Buyer contained in this Agreement or in any certificate or document written statement delivered to Buyers pursuant hereto by Buyer under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such repre sentations and warranties were made at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The representations Each and warranties every representation, warranty and statement of Sellers Seller contained in this Agreement or in any certificate or document delivered to Buyers pursuant hereto and the Closing Documents (including all exhibits and schedules thereto) shall be true have been and are true, complete and correct in all material respects on the date hereof and as on the Closing Date, and Purchaser shall have received certificates of the Closing Date as though made at and as of that date, subject Seller to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that such effect.

Accuracy of Representations and Warranties. The representations and warranties of Sellers Seller contained in this Agreement or in any Seller Document or closing certificate or document delivered to Buyers Buyer 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 as are specifically made as of another date, subject to the updating of schedules as provided in Section 9.12, and Sellers Seller shall have delivered to Buyers Buyer a certificate to that effect.

Accuracy of Representations and Warranties. The representations and warranties of Sellers Seller contained in this Agreement or in any certificate document, agreement or document instrument delivered to Buyers by it pursuant hereto shall have been true when made, and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectClosing Date.

Accuracy of Representations and Warranties. The representations and warranties of Sellers Seller contained in this Agreement or in any Seller Document or closing certificate or document delivered to Buyers Buyer 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 as are specifically made as of another date, subject to the updating of schedules as provided in Section 9.12, and Sellers Seller shall have delivered to Buyers Buyer a certificate to that effect.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers Seller contained in this Agreement or (and in any certificate or document delivered to Buyers pursuant hereto in connection herewith) 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 date, subject to the updating of schedules as provided in Section 9.12time, and Sellers Buyer shall have delivered to Buyers received a certificate to that effectcertificate, executed by Seller, repeating, as of the Closing Date, all such representations and warranties.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers by Seller contained in this Agreement or in any certificate or document written statement delivered to Buyers pursuant hereto 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 at and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The representations and warranties of Sellers Buyer contained in this Agreement or in any Buyer Document or closing certificate or document delivered to Buyers 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, subject to the updating other than such representations and warranties as are specifically made as of schedules as provided in Section 9.12another date, and Sellers Buyer shall have delivered to Buyers Seller a certificate to that effect.

Accuracy of Representations and Warranties. The Each of the representations and warranties of Sellers contained made by Purchaser in this Agreement or and in any certificate or document each of the other agreements and instruments delivered to Buyers pursuant hereto Seller in connection with the 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 if made at and as of that date, subject on the Closing Date except for items specifically permitted by this Agreement or consented to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectwriting by Seller.

Accuracy of Representations and Warranties. The representations and warranties of Sellers Seller contained in this Agreement Agreement, in the Disclosure Schedule or in any closing certificate or document delivered to Buyers Fiserv and Buyer 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 as are specifically made as of another date, subject to and the updating of schedules as provided in Section 9.12, Company and Sellers Seller shall each have delivered to Buyers a certificate Fiserv and Buyer certificates to that effect.

Accuracy of Representations and Warranties. The All of the representations and warranties of Sellers Seller contained in this Agreement or in any certificate or document delivered to Buyers pursuant hereto 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 failure to be true and as of that datecorrect shall not result in a material adverse effect on the Business, subject the Business Assets, or the Seller’s ability to consummate the updating of schedules as provided transactions set forth in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectthis Agreement.

Accuracy of Representations and Warranties. The Except as otherwise permitted by this Agreement, all representations and warranties of Sellers contained by the Seller in this Agreement Agreement, or in any certificate or document written statement that shall be delivered to Buyers pursuant hereto Buyer by it under this Agreement, 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, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effecttime.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by Buyer in this Agreement or in any certificate or document delivered to Buyers 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 at on and as of that date (except those representations and warranties made as of a specified date, subject to the updating which shall be so true and correct as of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectsuch specified date).

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by Seller in this Agreement or Agreement, in any certificate or document Schedule(s) hereto, and/or in any written statement delivered to Buyers pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectsuch dates.

Accuracy of Representations and Warranties. The Except as specifically permitted by this Agreement, all representations and warranties of Sellers contained made by the Seller and ▇▇▇▇▇ ▇▇▇▇ in this Agreement the Investor Representation Agreement or in any certificate written Schedule or document statement delivered to Buyers pursuant hereto Buyer by the Seller or ▇▇▇▇▇ ▇▇▇▇ under this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The All of the representations and warranties of Sellers Buyer and Seller contained in this Agreement or in any certificate or document delivered to Buyers pursuant hereto Ancillary Buyer 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 failure to be true and as of that date, subject correct shall not result in a material adverse effect on the Buyer’s ability to consummate the updating of schedules as provided transactions set forth in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectthis Agreement.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by the Buyer in this Agreement and/or in the written statement delivered by the Buyer or in any certificate or document delivered to Buyers pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectsuch dates.

Accuracy of Representations and Warranties. The All warranties and representations and warranties of Sellers contained by Seller in this Agreement Agreement, or in any schedule, exhibit, document or certificate or document delivered furnished to Buyers pursuant hereto Purchaser in connection with the transactions contemplated by this Agreement, 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, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectDate.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers the Buyer contained in this Agreement or in any certificate or document written statement delivered by the Buyer to Buyers pursuant hereto the 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 made at on and as of that date, subject without giving effect to any supplement to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectSchedules hereto.

Accuracy of Representations and Warranties. The representations and warranties of Sellers contained in this Agreement or in any certificate or document delivered to Buyers pursuant hereto shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time, with the same effect as though made on and as of the Closing Date as though made at and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effectEffective Time.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by Seller in this Agreement or that are qualified as to materiality and the representations made by Seller in any certificate or document delivered to Buyers pursuant hereto Section 4.1 shall be true and correct in all respects, and all other representations and warranties made by Seller in 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained made by Seller and Parent in this Agreement or Agreement, in any certificate or document Schedule(s) hereto, and/or in any written statement delivered to Buyers Purchaser pursuant hereto to 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers contained by Selling Parties in this Agreement or in any certificate or document written statement that shall have been delivered to Buyers pursuant hereto 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 made at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers Seller contained in this Agreement or in any certificate or document delivered to Buyers pursuant hereto shall be true and correct in all material respects when made and on and as of the Closing Date as though made at and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effecttime.

Accuracy of Representations and Warranties. The Except as otherwise ------------------------------------------ permitted by this Agreement, all representations and warranties of Sellers contained by Buyer in this Agreement or in any certificate or document written statement delivered to Buyers pursuant hereto by Buyer under this Agreement 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, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effecttime.

Accuracy of Representations and Warranties. The All representations and warranties of Sellers by the Seller and the Owners contained in this Agreement or in any certificate agreement or document written statement delivered by the Seller or any of the Owners to Buyers the Purchaser pursuant hereto 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 at on and as of that date, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effect.

Accuracy of Representations and Warranties. The representations All representations, warranties and warranties statements of Sellers contained Seller in this Agreement Agreement, or in any certificate schedule or document delivered exhibit attached to Buyers pursuant hereto this Agreement, 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, subject to the updating of schedules as provided in Section 9.12, and Sellers shall have delivered to Buyers a certificate to that effecttime.