Representations and Warranties. All representations and warranties made by the Purchaser in Section 3.2 # that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and # that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

Representations and Warranties. All representations and warranties made by the PurchaserSeller in Section 3.21 # that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and # that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

Representations and Warranties. All(i) The representations and warranties made by theof Purchaser set forth in Section 3.1 and Section 3.2 # that are not qualified as to “materiality” shall be true and correct in all material respects(other than de minimis respects) as of the Closing as if made at and as of the Closing (or, if expressly made as of a specific date, as of such date) and # that are qualifiedeach of the other representations and warranties of Purchaser contained in Article III (disregarding all qualifications as to “materiality”materiality or Purchaser Material Adverse Effect contained therein) shall be true and correct as of the Closing,Closing as if made at and as of the Closing (or, if expressly made as of a specific date, as of such date), except toin the extentcase of this clause (ii), where the failure of such representations and warranties are made as of another date, in which case such representations and warranties shallto be true and correct would not reasonably be expected to have, individually or in all material respects or true and correct, as the case may be, as of such other date. aggregate, a Purchaser Material Adverse Effect.

Representations and Warranties. AllThe representations and warranties made byof the Purchaser contained in Section 3.2 # that are not qualified as to “materiality”3 shall be true and correct in all material respects as of the Closingat and # that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date. Closing Date as though then made.

Representations and Warranties. All(i) Seller’s representations and warranties made by the Purchaser in Section 3.2 # that are not qualified as to “materiality”1, Section 3.2, Section 3.4, Section 3.7, Section 4.1, and Section 4.13 shall be true and correct in all material respects as of the date of this Agreement and the Closing and # that are qualifiedDate as to “materiality” shall be true and correct as of the Closing,though made on such date, except to the extent such representations and warranties are madeexpressly relate to an earlier date (in which case as of another date, in which case 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 material respects or true(without regard to materiality qualifiers, including Material Adverse Effect) as of the date of this Agreement and correct,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 may be, as of such other date. 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 ​;

Representations and Warranties. AllWarranties of the Purchaser. The Purchaser represents and warrants to the Seller that each of the representations and warranties made by the Purchasercontained in Sectionthis [Section 3.2 # that are2is] true, complete and not qualified as to “materiality” shall be true and correct in all material respectsmisleading as of the Closingdate of this Agreement, and # that are qualified as to “materiality” shall be true and correct aseach of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be truetrue, complete and correct in all material respects or truenot misleading on and correct, as the case may be, as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such other date.representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

Representations and Warranties. AllThe representations and warranties made by the Purchaserof ​ set forth in this Agreement (other than in Section 3.21, Section 3.2, Section 3.3 and [Section 3.4]), and any schedule or any certificate delivered pursuant hereto, # if qualified by materiality (or any variation of such term), shall be true, complete and accurate (without giving effect to such materiality qualification set forth therein) when made and as of the Closing Date, except that areany such representation or warranty that is made as of a specified date shall only be required to be true, complete and accurate as of that date, and # if not qualified as to “materiality”by materiality (or any variation of such term), shall be truetrue, complete and correctaccurate in all material respects when made and as of the Closing Date, except that any such representation or warranty that is made as of a specified date shall only be required to be true, complete and accurate in all material respects as of the Closingthat date. The representations and # that are qualified as to “materiality”warranties of ​ set forth in Section 3.1, Section 3.2, Section 3.3 and [Section 3.4], and any schedule or any certificate delivered pursuant thereto, shall be truetrue, complete and correctaccurate when made and as of the Closing,Closing Date, except to the extentthat any such representations and warranties arerepresentation or warranty that is made as of another date, in which case such representationsa specified date shall only be required to be true, complete and warranties shall be true and correct in all material respects or true and correct, as the case may be,accurate as of such otherthat date.

Representations and Warranties. AllEach of the representations and warranties made byof the Purchaser in Section 3.2Company contained herein # that are not qualified as to “materiality”by materiality, Material Adverse Effect or similar phrases shall be true and correct in all material respects on and as of the Closingdate of this Agreement and # that are qualified as to “materiality” shall be trueon and correct as of the Closing, exceptSeller at Closing (except to the extent such representations and warranties are madeaddress matters as of another date,particular dates, in which casecase, such representations and warranties shall be true and correct in all material respects or trueon and correct, as the case may be, as of such other date. dates), and # that are qualified by materiality, material adverse effect, or similar phrases shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Seller at Closing (except to the extent such representations and warranties address matters as of particular dates, in which case, such representations and warranties shall be true and correct in all respects on and as of such dates). Notwithstanding the foregoing, the representations and warranties set forth in Sections 3.2 (Authorization), 3.3 (Capitalization) and 3.9 (Intellectual Property) shall be true and correct in all respects.

Representations and Warranties. AllWarranties of the Seller. The Seller hereby represents and warrants to the Purchaser that each of the representations and warranties made by the Purchasercontained in this Section 3.2 # that are1 is true, complete and not qualified as to “materiality” shall be true and correct in all material respectsmisleading as of the Closingdate of this Agreement, and # that are qualified as to “materiality” shall be true and correct aseach of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be truetrue, complete and correct in all material respects or truenot misleading on and correct, as the case may be, as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such other date.representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

Representations and Warranties. AllEach of the representations and warranties made by the Purchaser in Section 3.2 # that are not qualified as to “materiality”Company shall be true and correct in all material respects as of the Closing and # that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent suchrespects, other than representations and warranties which are made as of another date, in which case suchqualified by materiality and the representations and warranties as set forth in [Section 3.05], each of which shall be true and correct in all respects, in each case, as of the Closing Date as if made on such date, and the Company shall have performed or complied in all material respects with all covenants and conditions required by this Agreement to be performed or true and correct, ascomplied with by it prior to or at the case may be, as of such other date. Closing.