Accuracy of Representations and Warranties of ITT. The representations and warranties of ITT contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of ITT set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on the Closing Date as though made on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct, or true and correct in all material respects, as the case may be, as of such date), except for changes permitted or contemplated by this Agreement or to the extent that the failure of such representations and warranties to be true and correct, or true and correct in all material respects, as the case may be, would not, individually or in the aggregate, have a Seller Material Adverse Effect; and Purchaser shall have received a certificate signed by an officer of ITT to such effect.
