Accuracy of Representations and Warranties of Arion. The representations and warranties of Arion contained in this Agreement (other than the Fundamental Representations of Arion) shall have been and be true and correct (without giving effect to any limitation as to “materiality”, “material”, “in all material respects” or “Arion Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have a similar impact or effect, set forth therein) as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), other than for such failures to be true and correct (without giving effect to any limitation as to “materiality”, “material”, “in all material respects” or “Arion Material Adverse Effect”, or other derivations of the word “material” used alone or in a phrase that have a similar impact or effect, set forth therein) that would not have, individually or in the aggregate, an Arion Material Adverse Effect. The Fundamental Representations of Arion shall have been and be true and correct as of the Agreement Date and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date). Sphinx shall have received a certificate dated as of the Closing Date and signed on behalf of Arion by an authorized officer of Arion to such effect.
