Representations and Warranties. All of the representations and warranties of the Seller Parties set forth in this Agreement and in any certificate delivered by the Sellers or the Company shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for # those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and # any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.

Representations and Warranties. All of the representations and warranties of the Buyer Parties set forth in this Agreement and in any certificate delivered by Buyer pursuant hereto, shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for # those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and # any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Buyer Parties.

Representations and Warranties. Each of the representations and warranties made by the Company or a Seller 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 the Company’s business operations or prospects, and Buyer shall have received a certificate from the Company certifying as to the foregoing.

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.

Representations and Warranties. Each of the representations and warranties of the Company contained herein # that are not qualified by materiality, Material Adverse Effect or similar phrases shall be true and correct in all material 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 material respects on and as of such 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.

The other representations and warranties made by the Seller in this Agreement shall have been true and correct in all respects as of the date of this Agreement, and shall be true and correct in all respects as of the Closing Date as if made at the Closing Date (in each case other than those representations and warranties that are made as of a specified date, in which case as of such date); in each case disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” or any similar qualifications therein, except where the failure of such representations and warranties to be true and correct as of such date would not, individually or in the aggregate, have a Material Adverse Effect.

Representations and Warranties Generally. The representations and warranties of the Company set forth in this Agreement that do not contain a “Material Adverse Effect” qualification or other express materiality or similar qualification shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except for any such representation or warranty that is made only as of a specific date, in which case as of such specific date). The representations and warranties of the Company set forth in this Agreement that contain a “Material Adverse Effect” qualification or any other express materiality or similar qualification shall be true and correct as of the date hereof and as of the Closing Date (except for any such representation or warranty that is made only as of a specific date, in which case as of such specific date).

Representations and Warranties. All of the representations and warranties of the Seller 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 earlier than the date of this Agreement shall be so true and correct as of such date.

Representations and Warranties. The representations and warranties of Sellers 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 Sellers shall have delivered to ​ a certificate dated as of the Closing date, to the effect that the representations and warranties made by Sellers in this Agreement are true and correct.