Common use of Representations and Warranties True at Closing Clause in Contracts

Representations and Warranties True at Closing. Each of the representations and warranties of Seller in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on such date.

Representations and Warranties True at Closing. Each of the Seller’s representations and warranties of Seller contained in this Agreement that are qualified by materiality shall have been be true and correct in all material respects as of the date of this Agreement and any such representations and warranties that are not qualified by materiality shall be true and correct in all material respects respects, in each case, as of the Effective Date and as of the Closing Date Date, as if though such representations and warranties were made on such dateand as of the Closing Date.

Representations and Warranties True at Closing. Each of the Buyer’s representations and warranties of Seller contained in this Agreement (i) that are qualified by materiality shall have been be true and correct in all material respects as of the date of this Agreement and (ii) any such representations and warranties that are not qualified by materiality shall be true and correct in all material respects respects, in each case, as of the Effective Date and as of the Closing Date Date, as if though such representations and warranties were made on such dateand as of the Closing Date.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller made by the Buyer in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects at and as of the Closing Date with the same effect as if though such representations and warranties had been made on such dateor given at and as of the Closing Date.

Representations and Warranties True at Closing. Each of the representations and warranties of Seller Buyer in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on such date.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller Buyer contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement when made and shall be true and correct in all material respects as of on the Closing Date as if though such representations and warranties were made again on such datethe Closing Date.

Representations and Warranties True at Closing. Each of the The Sellers's representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made on such datein all material respects.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller Buyer contained in this Agreement shall have been true be true, correct and correct in all material respects as of the date of this Agreement and shall be true and correct complete in all material respects as of the Closing Date as if made on such dateDate.

Representations and Warranties True at Closing. Each of the All representations and warranties of Seller set forth in this Agreement shall have been true and correct in all material respects as of the date of any written statements delivered by Seller to Buyer under this Agreement and shall will also be true and correct in all material respects as of the Closing Date as if made on such that date.

Representations and Warranties True at Closing. Each of the The representations ---------------------------------------------- and warranties of Seller contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement when made and shall be true and correct in all material respects as of on the Closing Date as if though such representations and warranties were made again on such datethe Closing Date.

Representations and Warranties True at Closing. Each of the All representations and warranties of Seller contained in this Agreement Agreement, or in any written statement, Exhibit or Schedule delivered to Buyer by Seller under this Agreement, shall have been true and correct correct, in all material respects as of the date of this Agreement respects, when made and shall be true and correct correct, in all material respects respects, as of the Closing Date as if made on such dateDate.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller Buyer contained in this Agreement that are qualified as to materiality shall have been be true and correct in all material respects as respects, and all other representations and warranties of the date of Buyer contained in this Agreement and shall be true and correct in all material respects respects, in each case as of the Closing Date as if though such representations and warranties were made on and as of the Closing Date, except to the extent such daterepresentations 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 subject to the standards set forth above).

Representations and Warranties True at Closing. Each of the Seller’s representations and warranties of Seller contained in this Agreement shall have been 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 as if though such representations and warranties were made on such dateand as of the Closing Date.

Representations and Warranties True at Closing. Each of the The representations ---------------------------------------------- and warranties of Seller Buyer contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement when made and shall be true and correct in all material respects as of on the Closing Date as if though such representations and warranties were made again on such datethe Closing Date.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller Buyer contained in this Agreement shall have been be true and correct in all material respects as of the date of this Agreement when made and shall be true and correct in all material respects as of on the Closing Date as if though the representations and warranties were made again on such datethe Closing Date.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller made by Sellers in this Agreement shall have been be true and correct in all material respects as of the date Closing with the same effect as though such representations and warranties had been made or given as of the Closing, except for changes contemplated by this Agreement Agreement, and except also for representations and warranties as of a specified time other than the Closing, which shall be true and correct in all material respects as of the Closing Date as if made on at such datespecified time.

Representations and Warranties True at Closing. Each of the Buyer’s representations and warranties of Seller contained in this Agreement shall have been 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 as if though such representations and warranties were made on such dateand as of the Closing Date.

Representations and Warranties True at Closing. Each of the All representations and warranties of Seller set forth in this Agreement shall have been true and correct in all material respects as of the date of any written statements delivered to Buyer by Seller under this Agreement and shall will also be true and correct in all material respects as of the Closing Date as if made on such datethat Date.

Representations and Warranties True at Closing. Each of the representations and warranties of Seller Purchaser in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on such date.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date Date. Any other documents referred to herein and delivered by Seller pursuant hereto shall be true, correct and complete with respect to the subject matter thereof as if made on such dateof the Closing Date.

Representations and Warranties True at Closing. Each of the representations and warranties of Seller Purchaser in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on such date.. 16 Section 6.2

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller Buyer contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the date hereof and as of the Closing Date Date, or in case of representations and warranties made as if made of a specified date earlier than the Closing Date, on and as of such earlier date.

Representations and Warranties True at Closing. Each of the Buyer's representations and warranties of Seller contained in this Agreement (i) that are qualified by materiality shall have been be true and correct in all material respects as of the date of this Agreement and (ii) any such representations and warranties that are not qualified by materiality shall be true and correct in all material respects respects, in each case, as of the Effective Date and as of the Closing Date Date, as if though such representations and warranties were made on such dateand as of the Closing Date.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller the Company and the Sellers contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except that the representations and warranties made as if made on of a specified date shall be true and correct only as of such date). Notwithstanding the foregoing, the representations and warranties in Section 3.3(c) and Section 4.3 shall be true and correct in all respects as of the date hereof and as of the Closing Date.

Representations and Warranties True at Closing. Each of the All representations and warranties of by Seller in this Agreement or in any written statement delivered to Buyer by Seller or any designee of Seller under this Agreement shall have been be true and correct in all material respects as of the date of this Agreement on and shall be true and correct in all material respects as of the Closing Date as if though made on such dateat that time, except for changes contemplated by this Agreement.

Representations and Warranties True at Closing. Each of the The ---------------------------------------------- representations and warranties of made by the Seller in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and hereto shall be true and correct in all material respects (with the foregoing materiality standard not to be construed in a manner giving duplicative effect to any materiality standard contained in the terms of such representation or warranty) at and as of the Closing Date with the same effect as if though such representations and warranties had been made on such dateor given at and as of the Closing Date.

Representations and Warranties True at Closing. Each of the representations and warranties of Seller Buyer in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on such date.. b.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller and the Shareholders contained in this Agreement shall have been true and correct in all material respects as of Agreement, including the date of schedules to this Agreement and Agreement, shall be true and correct in all material respects as of the Closing Date Date. The schedules to this Agreement and any other documents referred to herein and delivered by Seller pursuant hereto (including the Most Recent Balance Sheet) shall be true, correct and complete with respect to the subject matter thereof as if made on such dateof the Closing Date.

Representations and Warranties True at Closing. Each of the The representations and warranties of made by the Seller in or pursuant to this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects at and as of the Closing Date with the same effect as if though such representations and warranties had been made on such dateor given at and as of the Closing Date.

Representations and Warranties True at Closing. Each of the All representations and warranties of Seller Buyer contained in this Agreement Agreement, or in any written statement, Exhibit or Schedule delivered by Buyer to the Selling Shareholders and Valence under this -42- 50 Agreement, shall have been true and correct correct, in all material respects as of the date of this Agreement respects, when made and shall be true and correct correct, in all material respects respects, as of the Closing Date as if made on such dateDate.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller Buyer contained in this Agreement Agreement, including any exhibits or attachments hereto, shall have been true be true, correct and correct complete in all material respects as of the date of this Agreement and shall be true and correct in all material Material respects as of the Closing Date as if made on such dateDate.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller Purchaser contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement when made and shall be true and correct in all material respects as of on the Closing Date with the same effect as if made on such date.

Representations and Warranties True at Closing. Each of the All representations and warranties of Seller Buyer set forth in this Agreement shall have been true and correct in all material respects as of the date of any written statements delivered to Seller by Buyer under this Agreement and shall will also be true and correct in all material respects as of the Closing Date as if made on such datethat Date.

Representations and Warranties True at Closing. Each All of the representations and warranties of the Seller in this Agreement or in any Other Seller Agreements shall have been be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on such dateat the time of the Closing, other than representations and warranties that expressly refer to a specified time.

Representations and Warranties True at Closing. Each of the All representations and warranties of the Seller set forth in this Agreement shall have been true and correct in all material respects as of any written statements delivered to Buyer by the date of Seller under this Agreement and shall will also be true and correct in all material respects as of the Closing Date as if made on such that date.

Representations and Warranties True at Closing. Each of the All representations and warranties of Seller Buyer contained in this Agreement Agreement, or in any written statement delivered by Buyer to Seller under this Agreement, shall have been true and correct correct, in all material respects as of the date of this Agreement respects, when made and shall be true and correct correct, in all material respects respects, as of the Closing Date as if made on such dateDate.

Representations and Warranties True at Closing. Each of the representations and warranties of Seller set forth in Article 7 of this Agreement shall have been be true and correct in all material respects as of the date of this Agreement on and shall be true and correct in all material respects as of the Closing Date with the same effect as if though made on and as of such date.

Representations and Warranties True at Closing. Each of the The representations and warranties of Seller contained in this Agreement Agreement, including any exhibits or attachments hereto, shall have been true be true, correct and correct complete in all material respects as of the date of this Agreement and shall be true and correct in all material Material respects as of the Closing Date as if made on such dateDate.