Representations and Warranties. (i) The representations and warranties of Sellers set forth in Section 2.1, Section 2.2, Section 2.3, [Section 2.4(i)] and [Section 2.17] shall be true and correct (other than in 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), # the representation and warranty of Sellers set forth in [Section 2.6(b)] shall be true and correct as of the Closing, as if made at and as of the Closing and # each of the other representations and warranties of Sellers contained in Article II (disregarding all qualifications as to materiality or Material Adverse Effect contained therein) shall be true and correct 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), except in the case of this clause (iii), where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Representations and Warranties. (i) The representations and warranties of SellersPurchaser set forth in Section 2.1,3.1 and Section 2.2, Section 2.3, [Section 2.4(i)] and [Section 2.17]3.2 shall be true and correct (other than in de minimis respects) 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), # the representation and warranty of Sellers set forth in [Section 2.6(b)] shall be true and correct as of the Closing, as if made at and as of the Closing and # each of the other representations and warranties of SellersPurchaser contained in Article IIIII (disregarding all qualifications as to materiality or Purchaser Material Adverse Effect contained therein) shall be true and correct 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), except in the case of this clause (iii)(ii), where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Representations and Warranties. (i) TheSeller’s representations and warranties of Sellers set forthmade in Section 2.3.1, Section 2.3.2, Section 2.3, [Section 2.4(i)]3.4, Section 3.7, Section 4.1, and [Section 2.17]Section 4.13 shall be true and correct (other than in de minimis respects)all respects as of the Closing, as if made atdate of this Agreement and as of the Closing (or, ifDate as though made on such date, except to the extent such representations and warranties expressly made as of a specific date,relate to an earlier date (in which case as of such earlier date), and # the representationeach of Seller’s other representations and warranty of Sellers set forthwarranties made in [Section 2.6(b)]Articles III and IV shall be true and correct in all respects (without regard to materiality qualifiers, including Material Adverse Effect) as of the Closing, as if made atdate of this Agreement and as of the Closing and # each ofDate as though made on such date, except to the other representations and warranties of Sellers contained in Article II (disregarding all qualifications as to materiality or Material Adverse Effect contained therein) shall be true and correct 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), except in the case of this clause (iii), where the failure ofextent such representations and warranties expressly relate to be truean earlier date (in which case as of such earlier date), and correctexcept as would not reasonably be expected to have,not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.Effect on Seller or the ​;

Representations and Warranties. (i) TheAll representations and warranties of Sellers set forthmade by the Seller in Section 2.1, Section 2.2, Section 2.3, [Section 2.4(i)] and [Section 2.17]3.1 # that are not qualified as to “materiality” shall be true and correct (other than in de minimis respects) as of the Closing, as if made at andall material respects as of the Closing (or, if expressly madeand # that are qualified as of a specific date, as of such date), # the representation and warranty of Sellers set forth in [Section 2.6(b)]to “materiality” shall be true and correct as of the Closing, as if made at and as ofexcept to the Closing and # each of the otherextent such representations and warranties are made as of Sellers containedanother date, in Article II (disregarding all qualifications as to materiality or Material Adverse Effect contained therein)which case such representations and warranties shall be true and correct in all material respects or true and correct, as of the Closing as if made at and as of the Closing (or, if expressly made as of a specific date,case may be, as of such date), except in the case of this clause (iii), where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.other date.

Representations and Warranties. (i) The representations and warranties of Sellers set forththe Company contained in Section 2.1, Section 2.2, Section 2.3, [Section 2.4(i)] and [Section 2.17]2 shall be true and correct (other than in de minimis respects) as of the Closing, as if made at and as of the Closing (or, if expressly madeDate as of a specific date, as of such date), # the representation and warranty of Sellers set forth in [Section 2.6(b)] shall be true and correct as of the Closing, as if made at and as of the Closing and # each of the other representations and warranties of Sellers contained in Article II (disregarding all qualifications as to materiality or Material Adverse Effect contained therein) shall be true and correct 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), except in the case of this clause (iii), where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.though then made.

Representations and Warranties. (i) TheAll representations and warranties of Sellers set forthmade by the Purchaser in Section 2.1, Section 2.2, Section 2.3, [Section 2.4(i)] and [Section 2.17]3.2 # that are not qualified as to “materiality” shall be true and correct (other than in de minimis respects) as of the Closing, as if made at andall material respects as of the Closing (or, if expressly madeand # that are qualified as of a specific date, as of such date), # the representation and warranty of Sellers set forth in [Section 2.6(b)]to “materiality” shall be true and correct as of the Closing, as if made at and as ofexcept to the Closing and # each of the otherextent such representations and warranties are made as of Sellers containedanother date, in Article II (disregarding all qualifications as to materiality or Material Adverse Effect contained therein)which case such representations and warranties shall be true and correct in all material respects or true and correct, as of the Closing as if made at and as of the Closing (or, if expressly made as of a specific date,case may be, as of such date), except in the case of this clause (iii), where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.other date.

(a) Representations and Warranties. (i) The representations and warranties of Sellers set forththe Company contained in Section 2.1, Section 2.2, Section 2.3, [Section 2.4(i)] and [Section 2.17]2 shall be true and correct (other than in de minimis respects)all 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), # the representation and warranty of Sellers set forth in [Section 2.6(b)] shall be true and correct as of the Closing, as if made at and as of the Closing and # each of the other representations and warranties of Sellers contained in Article II (disregarding all qualifications as to materiality or Material Adverse Effect contained therein) shall be true and correct 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), except in the case of this clause (iii), where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.Closing.

Representations and Warranties. (i) TheEach of the representations and warranties of Sellers set forth in Section 2.1, Section 2.2, Section 2.3, [Section 2.4(i)] and [Section 2.17]the Company contained herein # that are not qualified by materiality, Material Adverse Effect or similar phrases shall be true and correct (other than in de minimis respects) as of the Closing, as if made atall material respects on and as of the Closing (or, if expressly madedate of this Agreement and on and as of a specific date,the Seller at Closing (except to the extent such representations and warranties address matters as of particular dates, in which case, such date), # the representationrepresentations and warranty of Sellers set forth in [Section 2.6(b)]warranties shall be true and correct as of the Closing, as if made atin all material respects on and as of the Closingsuch dates), and # each of the other representations and warranties of Sellers contained in Article II (disregarding all qualifications as to materialitythat are qualified by materiality, material adverse effect, or Material Adverse Effect contained therein)similar phrases shall be true and correct as of the Closing as if made atin all respects on and as of the Closing (or, if expressly madedate of this Agreement and on and as of a specific date, as of such date), except in the case of this clause (iii), whereSeller at Closing (except to the failure ofextent such representations and warranties toaddress matters as of particular dates, in which case, such representations and warranties shall be true and correct would not reasonablyin 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 expected to have, individually ortrue and correct in the aggregate, a Material Adverse Effect.all respects.

Representations and Warranties. (i) TheEach of the representations and warranties of Sellers set forthmade by the Company or a Seller in Section 2.1, Section 2.2, Section 2.3, [Section 2.4(i)] and [Section 2.17]this Agreement shall be true and correct (other than in de minimis respects)at and as of the Closing,Closing as ifthough such representation or warranty was made at and as of the Closing (or, if expresslyClosing, except for representations and warranties made as of a specific date, as of such date), # the representation and warranty of Sellers set forth in [Section 2.6(b)]which shall be true and correct as of the Closing, as if made at and as of the Closing and #such date, in each of the other representations and warranties of Sellers contained in Article II (disregarding all qualifications as to materiality or Material Adverse Effect contained therein) shall be true and correct 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),case except in the case of this clause (iii), where the failure of such representations and warrantiesso to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.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. (i) The representationsWarranties of Seller. Seller represents and warranties of Sellers set forthwarrants to Buyer that the statements contained in this Section 2.1, Section 2.2, Section 2.3, [Section 2.4(i)]1 are correct and [Section 2.17] shall be true and correct (other than in de minimis respects)complete as of the Closing, asdate hereof and, if made at andClosing occurs, as of the Closing (or, if expressly made as of a specific date, as of such date), # the representation and warranty of Sellers set forth in [Section 2.6(b)] shall be true and correct as of the Closing, as if made at and as of the Closing and # each of the other representations and warranties of Sellers contained in Article II (disregarding all qualifications as to materiality or Material Adverse Effect contained therein) shall be true and correct 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), except in the case of this clause (iii), where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.Date.