Accuracy of Larizza's Representations and Warranties. The representations and warranties of Larizza in this Agreement, including, without limitation, the representations and warranties in Section 2.1, shall be true, accurate and correct at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made at and as of the Closing Date; provided, that this condition shall not apply to any untruth, inaccuracy or incorrectness of any representation or warranty that does not (i) have a Material Adverse Effect, or (ii) renders the Merger invalid, causes any material provision of this Agreement to be unenforceable or materially impinges on Parent's ownership of the shares of the Surviving Corporation after giving effect to the Merger.
