Accuracy of Representations and Warranties of Sphinx. The representations and warranties of Sphinx contained in this Agreement (other than the Fundamental Representations of Sphinx) shall have been and be true and correct (without giving effect to any limitation as to “materiality”, “material,” “in all material respects” or “Sphinx 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 “Sphinx 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, a Sphinx Material Adverse Effect. The Fundamental Representations of Sphinx (other than the representation and warranty set forth in Section 4.15(b)) 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). The Fundamental Representation set forth in Section 4.15(b) 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, other than such failures to be true and correct that would not have a material and adverse effect on the value of the Business, taken as a whole (for purposes of clarity, the parties acknowledge and agree that the words “material and adverse effect on the value of the Business, taken as a whole” were intentionally chosen to be separate and distinct from the defined term Sphinx Material Adverse Effect and the parties do not intend or desire for such definition of Sphinx Material Adverse Effect to apply to the foregoing); provided that in the event that Arion believes that the condition set forth in this sentence is not satisfied, Arion shall promptly identify with reasonable specificity what assets it believes are required to satisfy such condition and if Sphinx agrees to deliver such identified assets, this condition shall be deemed satisfied; provided, however, for the avoidance of doubt, Sphinx may instead dispute that such ide...
