Representations and Warranties. (i) ​’s representations and warranties made in Section 5.1, Section 5.2, Section 5.4, and Section 5.9 shall be true and correct in all respects as of the date of this Agreement and the Closing Date as though made on such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and # each of ​’s other representations and warranties made in Article V shall be true and correct in all respects (without regard to materiality qualifiers) as of the date of this Agreement and the Closing Date as though made on such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of ​ to perform its material obligations under this Agreement or to consummate the transactions contemplated hereby;

Representations and Warranties. All of the representations and warranties of ​ set forth in this Agreement shall be true and complete in all material respects as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except for those representations and warranties that address matters only as of the date of this Agreement or any other particular date (in which case such representations and warranties shall have been true and correct in all material respects as of such particular date);

Representations and Warranties. (i) Seller’s representations and warranties made in Section 3.1, Section 3.2, Section 3.4, Section 3.7, Section 4.1, and Section 4.13 shall be true and correct in all respects as of the date of this Agreement and the Closing Date as though made on such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and # each of Seller’s other representations and warranties made in Articles III and IV shall be true and correct in all respects (without regard to materiality qualifiers, including Material Adverse Effect) as of the date of this Agreement and the Closing Date as though made on such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Seller or the ​;

the representations and warranties of Buyer set forth in Article 5 hereof (other than the Buyer Fundamental Representations) shall be true and correct in all material respects (without regard to any qualifications or references “material” or any other materiality qualifications or references contained in any specific representation or warranty) in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date. The Buyer Fundamental Representations shall be true and correct in all respects (except for any de minimis inaccuracy);

Representations and Warranties Correct, Performance of Obligations. The representations and warranties made by Buyer in Section 5 hereof shall be true and correct when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date. Buyer shall have performed in all material respects (or Seller shall have waived) all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date.

Representations and Warranties. All of the representations and warranties of ​ set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except that any such representation and warranty that is expressly given as of a specified date on or prior to the date of this Agreement need only be true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct would not have, individually or in the aggregate, a Company Material Adverse Effect;

Representations and Warranties. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct at and as of the Closing as though such representation or warranty was made at and as of the Closing, except for representations and warranties made as of a specific date, which shall be true and correct as of such date, in each case, except where the failure so to be true would not have, individually or in the aggregate, a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement, and the Sellers shall have received a certificate of Buyer certifying as to the foregoing.

Accuracy of Representations and Warranties. Each of the representations and warranties of the Purchaser set forth in Article 5 hereof shall be true and correct in all material respects (without giving effect to such materiality qualifier to the extent such representation or warranty is already qualified as to “material”, “materiality” or “Material Adverse Effect”) as of the date of this Agreement and as of the Initial Closing Date (except to the extent that such representation or warranty speaks to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date).

Representations and Warranties. All of the representations and warranties of Buyer contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing; provided, that those representations and warranties that are specifically made as of a particular calendar date prior to the date of this Agreement shall be so true and correct as of such date.

Representations and Warranties. The representations and warranties of ​ set forth in this Agreement shall be true, correct and complete in all respects as of the Closing date, as though made on and as of the Closing date and ​ will have delivered to Sellers a certificate dated the Closing date, to the effect that the representations and warranties made by Sellers in this Agreement are true and correct.