Representations and Warranties of Seller. Seller represents, warrants and covenants to Buyer (which representations and warranties shall be true as of the Effective Date of this Agreement and as of the Closing Date, as hereinafter defined, and shall survive Closing for a period of nine (9) months) that:

Representations and WarrantiesWarranties. All of Seller. Seller represents, warrants and covenants to Buyer (whichthe representations and warranties of the Seller contained in this Agreement shall be true and correct as of the Effective Date of this Agreementdate hereof and as of the Closing Date,Date with the same effect as hereinafter defined,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 earlier than the date of this Agreement shall survive Closing for a periodbe so true and correct as of nine (9) months) that:such date.

Representations and Warranties of the Seller. The Seller represents,hereby represents and warrants to the Purchaser that each of the representations and covenants to Buyer (whichwarranties contained in this [Section 3.1] is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true as of the Effective Date of this Agreementtrue, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing Date, as hereinafter defined, and shall survive Closing for(unless such representation or warranty by its term speaks of a periodspecified date, in which case the accuracy of nine (9) months) that:such representation or warranty will be determined with respect to such date).

Representations and WarrantiesWarranties. All of Seller. Seller represents, warrants and covenants to Buyer (whichthe representations and warranties of Buyer contained in this Agreement shall be true and correct as of the Effective Date of this Agreementdate hereof and as of the Closing Date,Date with the same effect as hereinafter defined,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 survive Closing for a periodbe so true and correct as of nine (9) months) that:such date.

Seller represents, warrants and covenants to Buyer (whichas set forth below, and all such representations and warranties shall be true and correct as of the Effective Date of this Agreement and as of the Closing Date, as hereinafter defined, and shall survive Closing for a period of nine (9) months) that:Date.

Representations and Warranties ofConcerning Seller. Seller represents,represents and warrants to the Buyer that the statements contained in this §4 are correct and covenants to Buyer (which representations and warranties shall be truecomplete as of the Effective Datedate of this Agreement and will be correct and complete as of the Closing Date, as hereinafter defined, and shall surviveDate (if the Closing forDate is a perioddifferent date than the date of nine (9) months) that:this Agreement).

Buyer represents and Warranties of Seller.warrants to Seller represents, warrants and covenants to Buyer (whichas set forth below, which such representations and warranties shall be true and correct as of the Effective Date of this Agreement and as of the Closing Date, as hereinafter defined, and shall survive Closing for a period of nine (9) months) that:Date.

The representations and warranties of the Buyer set forth in Clause 9.2 of this Agreement shall be true and correct in all material respects as of the EffectiveClosing Date of this Agreementwith the same effect as though such representations and warranties had been made on and as of the Closing Date,Date (provided that representations and warranties which are confined to a specified date shall speak only as hereinafter defined,of such date) and the Seller shall survive Closing forhave received a periodcertificate of nine (9) months) that:the Buyer to such effect signed by a duly authorized officer or authorized person of the Buyer.

Representations and Warranties of the Seller. The Seller represents,represents and warrants to the Purchaser that the statements contained in this [Section 5] are true and covenants to Buyer (which representationscorrect as of the date of this Agreement and warranties shall be true as of the Effective Date of this Agreement and correct as of the Closing Date, as hereinafter defined, and shall survive Closing for a period of nine (9) months) that:it being agreed that the Purchaser is relying on each statement.

Representations and Warranties of Seller. Seller represents,represents and warrants and covenants to Buyer (which representationsthat the statements contained in this [Section 2.1] are correct and warranties shall be truecomplete as of the Effective Date of this Agreement anddate hereof and, if Closing occurs, as of the Closing Date, as hereinafter defined, and shall survive Closing for a period of nine (9) months) that:Date.