Common use of Accuracy of Representations Clause in Contracts

Accuracy of Representations. (i) The representation and warranty of the Company set forth in Section 2.8(b) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company set forth SCWorx in Section 2.8(b2.4(a), Section 2.4(b), and Section 2.4(c) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been Capitalization), are true and correct in all but de minimis respects as of the date of this Agreement and shall be are true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date, except to the extent such for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be were so true and correct in all but de minimis respects as of such particular date); (iiib) the Company Fundamental Representations representations and warranties of SCWorx set forth in clause “(other than b)” of the Company Capitalization Representationsfirst sentence of Section 2.6 (Absence of Changes) shall have been true and correct in all material respects as of the date of this the Agreement and shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if made on and as of such date time (except it being understood that any update of or modification to the extent such SCWorx Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded); (c) the representations and warranties are specifically made of SCWorx set forth in Section 2.13(n) and of AMMA set forth in Section 3.14(n) shall have been true and correct in all respects as of a particular date, in which case such representations the date of the Agreement and warranties shall be true and correct in all material respects at and as of the Closing Date as if made on and as of such date)time; and (ivd) the all other representations and warranties of the Company contained SCWorx in Article 2 of this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been are true and correct as of the date of this Agreement and shall be are true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (ai) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company SCWorx Material Adverse Effect (without giving effect to any references therein to any Company provided that all “SCWorx Material Adverse Effect or Effect” qualifications and other materiality qualificationsqualifications limiting the scope of the representations and warranties of SCWorx in Article 2 of this Agreement will be disregarded), or (bii) for those representations and warranties which address matters only as of a particular date (which representations shall have been were so true and correct, subject to the qualifications as set forth in the preceding clause (ai), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company set forth AMMA in Section 2.8(b3.4(a), Section 3.4(b), Section 3.4(c) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; Section 3.4(e) (ii) the Company Capitalization Representations shall have been Capitalization), are true and correct in all but de minimis respects as of the date of this Agreement and shall be are true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date, except to the extent such for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be were so true and correct in all but de minimis respects as of such particular date); (iiib) the Company Fundamental Representations representations and warranties of AMMA set forth in clause “(other than b)” of the Company Capitalization Representationsfirst sentence of Section 3.6 (Absence of Changes) shall have been true and correct in all material respects as of the date of this the Agreement and shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if made on and as of such date time (except it being understood that any update of or modification to the extent such AMMA Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded); (c) the representations and warranties are specifically made of SCWorx set forth in Section 2.13(n) and of AMMA set forth in Section 3.14(n) shall have been true and correct in all respects as of a particular date, in which case such representations the date of the Agreement and warranties shall be true and correct in all material respects at and as of the Closing Date as if made on and as of such date)time; and (ivd) the all other representations and warranties of the Company contained AMMA in Article 3 of this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been are true and correct as of the date of this Agreement and shall be are true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (ai) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company AMMA Material Adverse Effect (without giving effect to any references therein to any Company provided that all “AMMA Material Adverse Effect or Effect” qualifications and other materiality qualificationsqualifications limiting the scope of the representations and warranties of AMMA in Article 3 of this Agreement will be disregarded), or (bii) for those representations and warranties which address matters only as of a particular date (which representations shall have been were so true and correct, subject to the qualifications as set forth in the preceding clause (ai), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (i) The representation Each of the representations and warranty warranties of the Company set forth contained in this Agreement, other than the representations and warranties contained in Section 2.8(b3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and Charter Effective Time as if made as of the Closing Date with the same force Charter Effective Time (other than any such representation and effect warranty made as if made on and of a specific earlier date, which shall have been accurate in all respects as of such date (earlier date), except to the extent that any inaccuracies in such representations and warranties are specifically made as of a particular datewill be disregarded if the circumstances giving rise to all such inaccuracies, in which case the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be true disregarded. (ii) Each of the representations and correct warranties contained in all but de minimis respects as Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of such date)Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; (iii) the Company Fundamental Representations (other than the Company Capitalization RepresentationsNo Rights Plan) shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct accurate in all material respects on and as of the Closing Date with the same force and effect Charter Effective Time as if made on and as of the Charter Effective Time (other than any such date (except to the extent such representations and warranties are specifically representation or warranty made as of a particular specific earlier date, in which case such representations and warranties shall be true and correct have been accurate in all material respects as of such earlier date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representationsprovided, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each casehowever, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties all materiality qualifications and other similar qualifications (including any update Company Material Adverse Effect qualification) limiting the scope of or modification to such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Disclosure Schedule made or purported to Capitalization) shall have been made after accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded).

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth Parent contained in Section 2.8(b3.3(a) shall have been true and correct in all respects accurate, other than de minimis inaccuracies, at and as of the date of this Agreement hereof and shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the Company Capitalization Representations representations and warranties of Parent and Acquisition Sub contained in Section 3.1(a) (first sentence only), Section 3.11, Section 3.12, Section 3.13(a)(i), Section 3.14, Section 3.16 and Section 3.17 shall have been true and correct accurate in all but de minimis material respects at and as of the date of this Agreement hereof and shall be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), accurate as of such particular date) (it being understood date or period of time); provided, however, that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; (iii) Section 3.5(a) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time; and (iv) the representations and warranties of Parent and Acquisition Sub set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses “(i)” through “(iii)”) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, constitute or reasonably be expected to constitute, a Parent Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality and “Parent Material Adverse Effect” qualifications set forth in such representations and warranties shall be disregarded.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth contained in Section 2.8(b2.3 (other than Section 2.3(f)) shall have been true and correct in all respects accurate, other than de minimis inaccuracies, at and as of the date of this Agreement hereof and shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be true and correct in all but accurate, other than de minimis respects inaccuracies, as of such dateparticular date or period of time); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ivii) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental RepresentationsSection 2.1(a), the Company Capitalization Representations Section 2.3(f), Section 2.4, Section 2.5, Section 2.6(a)(i), Section 2.21 and Section 2.8(b)) 2.24 shall have been true and correct accurate in all material respects at and as of the date of this Agreement hereof and shall be true and correct on accurate in all material respects at and as of the Closing Date with the same force and effect as if made on at and as of such time (except to the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true extent that any such representation and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only warranty expressly speaks as of a particular date (or period of time, in which representations case such representation and warranty shall have been be true and correct, subject to the qualifications as set forth accurate in the preceding clause (a), all material respects as of such particular date) date or period of time); provided, however, that, in the case of this clause (it being understood thatii), for purposes of determining the accuracy of such representations and warranties, any update of or modification to the all materiality, “Company Disclosure Schedule made or purported to have been made after the date of this Agreement Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Company Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth contained in Section 2.8(b) 2.3 shall have been true and correct in all respects accurate, other than de minimis inaccuracies, at and as of the date of this Agreement hereof and shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be true and correct in all but accurate, other than de minimis respects inaccuracies, as of such dateparticular date or period of time); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ivii) the representations and warranties of the Company contained in this Agreement Section 2.1(a) (other than the Company Fundamental Representationsfirst sentence only), the Company Capitalization Representations Section 2.17, Section 2.18, Section 2.19(a)(i), Section 2.20, Section 2.22 and Section 2.8(b)) 2.23 shall have been true and correct accurate in all material respects at and as of the date of this Agreement hereof and shall be true and correct on accurate in all material respects at and as of the Closing Date with the same force and effect as if made on at and as of such time (except to the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true extent that any such representation and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only warranty expressly speaks as of a particular date (or period of time, in which representations case such representation and warranty shall have been be so true and correct, subject to the qualifications as set forth in the preceding clause (a), accurate as of such particular date) (it being understood date or period of time); provided, however, that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the all materiality, “Company Disclosure Schedule made or purported to have been made after the date of this Agreement Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; (iii) the representations and warranties of the Company contained in Section 2.5(a) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time; and (iv) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses “(i)” through “(iii)”) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, constitute or reasonably be expected to constitute, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality and “Company Material Adverse Effect” qualifications set forth in such representations and warranties shall be disregarded.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth DISH contained in Section 2.8(b3.7 (Absence of Certain Changes) shall have been true and correct accurate in all respects at and as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on at and as of such datetime; (ii) the Company Capitalization Representations representations and warranties of DISH contained in Section 3.5(a) and (c) (Capitalization) shall have been true and correct in all but accurate, other than de minimis respects inaccuracies, at and as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations individual representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations individual representation and warranties warranty shall be so true and correct in all but de minimis respects accurate as of such dateparticular date or period of time); (iii) the Company Fundamental Representations representations and warranties of DISH contained in Section 3.1 (other than the Company Capitalization RepresentationsDue Organization and Good Standing) (first sentence only), Section 3.3 (Authority; Binding Nature of Agreement), Section 3.4(a)(i) (Non-Contravention; Consents), Section 3.5(b) and (d) (Capitalization), Section 3.13 (Opinion of Financial Advisor), Section 3.14 (Brokers) and Section 3.16 (Vote Required) shall have been true and correct accurate in all material respects at and as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations individual representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations individual representation and warranties warranty shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), accurate as of such particular date) (it being understood date or period of time); provided, however, that, for purposes of determining the accuracy of such representations and warranties, any update all materiality, “DISH Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iv) the representations and warranties of or modification DISH set forth in this Agreement (other than those representations and warranties referred to in the Company Disclosure Schedule made or purported to foregoing clauses (i) through (iii)) shall have been made after true and accurate in all respects at and as of the date of this Agreement and the Closing Date as if made at and as of such time (except to the extent that any such individual representation and warranty expressly speaks as of a particular date or period of time, in which case such individual representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, reasonably be expected to have a DISH Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality and “DISH Material Adverse Effect” qualifications set forth therein shall be disregarded).

Accuracy of Representations. (i) The representation and warranty Each of the Company set forth in Section 2.8(b) Meerkat Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company . The Meerkat Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of Meerkat and Merger Sub contained in this Agreement (other than the Meerkat Fundamental Representations and the Meerkat Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Meerkat Material Adverse Effect (without giving effect to any references therein to any Company Meerkat Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Meerkat Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company set forth contained in Section 2.8(b) this Agreement and the Other Agreements, and the representations and warranties of the Specified Individuals contained in the Other Agreements, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (except for representations and effect as if warranties expressly made on and only as of such a specified date; (ii) the Company Capitalization Representations shall have been true and correct , which need be accurate in all but de minimis respects only as of the date specified date); provided, however, that: (i) in determining the accuracy of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties for purposes of this Section 6.1(a), (A) all materiality qualifications that are specifically made as of a particular date, contained in which case such representations and warranties shall be true disregarded and correct (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; (ii) the condition set forth in this Section 6.1(a) shall be deemed satisfied unless the circumstances giving rise to all but de minimis respects as of inaccuracies in such date)representations and warranties (considered collectively) constitute a Company Material Adverse Effect, or would reasonably be expected to have or to result in a Company Material Adverse Effect; and (iii) nothing in this Section 6.1(a) shall be deemed to limit the right of Parent to rely independently on the separate condition set forth in Section 6.1(b) in refusing to consummate the Merger or any other transaction. (b) Each of the representations and warranties of the Company Fundamental Representations (other than contained in Sections 2.3(a), 2.3(b), 2.3(c), 2.3(d), 2.7(a), 2.10(d), 2.21(c), 2.22, 2.23, 2.24, 2.26 and 2.28, and each of the Company Capitalization Representations) representations and warranties of the Specified Individuals contained in Section 2.7 of the Settlement Agreement, shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters expressly made only as of a particular date (specified date, which representations shall have been true and correct, subject to the qualifications as set forth need be accurate in the preceding clause (a), all material respects only as of such particular the specified date); provided, however, that: (i) (it being understood that, for purposes of in determining the accuracy of such representations and warrantieswarranties for purposes of this Section 6.1(b), any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded); and (ii) nothing in this Section 6.1(b) shall be deemed to limit the right of Parent to rely independently on the separate condition set forth in Section 6.1(a) in refusing to consummate the Merger or any other transaction.

Accuracy of Representations. (ia) The representation and warranty Each of the Company set forth in Section 2.8(b) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representationsrepresentations and warranties contained in Section 2.4, the Company Capitalization Representations Section 2.5(a), Section 2.5(c), Section 2.6(b), Section 2.8(a), Section 2.21, Section 2.23, Section 2.25(a) and Section 2.8(b2.26)) , shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (aconsidered collectively) in each casedo not constitute, and would not, individually or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties as of the foregoing dates: (i) all “Material Adverse Effect” and/or similar materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made at or after the date execution of this Agreement shall be disregarded. (b) The representations and warranties contained in Section 2.8(a) shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date. (c) Each of the representations and warranties contained in Section 2.4, Section 2.21, Section 2.23, Section 2.25(a) and Section 2.26 shall have been accurate in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than any such representations or warranties made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations as of the foregoing dates: (i) all “Material Adverse Effect” and/or similar materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made at or after the execution of this Agreement shall be disregarded. (d) The representations and warranties contained in Section 2.5(a), Section 2.5(c) and Section 2.6(b) shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than such representations or warranties made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations as of the foregoing dates: (i) any inaccuracies in such representations and warranties that are de minimis in nature shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made at or after the execution of this Agreement shall be disregarded.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company Parent and Merger Sub set forth in Section 2.8(b3.8(b) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Parent Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Parent Fundamental Representations (other than the Company Parent Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company Parent and Merger Sub contained in this Agreement (other than the Company Parent Fundamental Representations, the Company Parent Capitalization Representations and Section 2.8(b3.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Parent Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (i) The representation Except for the representations and warranty of the Company warranties set forth in Section 2.8(bSections 2.6(a), 2.6(b) (other than the first two sentences thereof), 2.6(c) and 2.6(d), the SDI Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the . The representations and warranties of the Company contained SDI set forth in this Agreement Sections 2.6(a), 2.6(b) (other than the Company Fundamental Representationsfirst two sentences thereof), the Company Capitalization Representations 2.6(c) and Section 2.8(b)2.6(d) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date (other than, solely as of the Closing Date, inaccuracies that are de minimis in the aggregate on the Closing Date) with the same force and effect as if made on and as of such date. The representations and warranties of SDI contained in this Agreement (other than SDI Fundamental Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company SDI Material Adverse Effect or other materiality qualifications), or (b) except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject correct in all material respects without giving effect to the any references therein to any SDI Material Adverse Effect or other materiality qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company SDI Disclosure Schedule Letter made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth contained in this Agreement other than the representations and warranties contained in Sections 2.1; 2.3; 2.9(a),(b)(i),(c),(d),(e),(f),(h) and (i); 2.10(a)(xii); 2.10(b) and (c), to the extent such Sections 2.10(b) and (c) relate to Material Contracts of the type specified in Section 2.8(b2.10(a)(xii); and 2.24 (collectively, the "Special Representations") shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), except for any such failure which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. The representations and warranties of the Company contained in the Special Representations of this Agreement shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. The representations and warranties of Remainco set forth in Sections 2.3(a), 2.3(c)(i), 2.3(c)(iii) and 2.3(c)(iv) (i) The representation other than the last sentence thereof), in each case, solely with respect to the capitalization of Remainco and warranty Spinco shall be true and correct both when made and at and as of the Company Closing, as if made at and as of such time (except to the extent expressly made as of an earlier time, in which case as of such time), except for inaccuracies that are de minimis in the aggregate, (b) the representations and warranties of Remainco and Spinco set forth in Section 2.8(b2.7(b) shall have been true and correct in all respects as (Absence of the date of this Agreement and Certain Changes) shall be true and correct in all respects on both when made and at and as of the Closing Date with the same force and effect Closing, as if made on at and as of such date; time, (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ivc) the representations and warranties of the Company contained Remainco and Spinco set forth in this Agreement Section 2.1(b) (other than the Company Fundamental RepresentationsSubsidiaries; Due Organization), the Company Capitalization Representations Section 2.4 (Authority; Binding Nature of Agreement), Section 2.21 (Ownership of Merger Partner Common Stock), Section 2.22 (Vote Required), Section 2.23 (Financial Advisors) and Section 2.8(b)2.24 (Takeover Statutes) shall have been true and correct as of the date of this Agreement and shall be true and correct on (without giving effect to any qualification as to materiality, Spinco Material Adverse Effect or similar qualification set forth therein) in all material respects both when made and at and as of the Closing Date with the same force and effect Closing, as if made on at and as of such time (except to the extent expressly made as of an earlier time, in which case as of such time) and (d) the other representations and warranties of Remainco and Spinco set forth in this Agreement shall be true and correct both when made and at and as of the Closing Date Closing, as if made at and as of such time (except (a) to the extent expressly made as of an earlier time, in each casewhich case as of such time), or in the aggregate, except where the failure of such representations and warranties to be so true and correct (without giving effect to any qualification as to materiality, Spinco Material Adverse Effect or similar qualification set forth therein) individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Spinco Material Adverse Effect (without giving effect Effect, and would not reasonably be expected to any references therein to any Company Material Adverse Effect prevent or other materiality qualifications)materially delay, materially interfere with or (b) for those representations and warranties which address matters only as materially impair the consummation by the applicable members of a particular date (which representations shall have been true and correctthe Remainco Group of the Merger, subject to the qualifications as set forth in Distribution or the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).material Contemplated Transactions. 6.2

Accuracy of Representations. (ia) The representation and warranty Each of the Company set forth representations and warranties in Section 2.8(b3.7(b) and Section 3.15(l) shall have been be true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as Agreement. (b) Each of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Athena Designated Representations (other than the Company Capitalization Representationswithout giving effect to any materiality or “Athena Material Adverse Effect” qualifications therein) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent except, in each case, for any such representations and warranties are specifically made as of a particular specific date, in which case such representations and warranties shall be so true and correct in all material respects as of such date); and . (ivc) the The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) 3.4 shall have been be true and correct correct, subject only to de minimis inaccuracies, both as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (in each case except to the extent that any such representation and warranty speaks as of a particular date, in which case such representation and warranty shall be so true and correct subject only to de minimis inaccuracies as of such date). (ad) Each of the representations and warranties of Athena and Merger Sub (other than the Athena Designated Representations and the representations and warranties in Section 3.7(b), Section 3.4 and Section 3.15(l)) shall be true and correct in all respects (without giving effect to any materiality or “Athena Material Adverse Effect” qualifications therein) both as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (except, in each case, or for any such representations and warranties made as of a specific date, which shall have been so true and correct in the aggregateall respects as of such date), except where the failure of such representations and warranties to be so true and correct in all respects, has not had, and would not reasonably be expected to have a Company have, individually or in the aggregate, an Athena Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company RMT Partner set forth in Section 2.8(b3.3 (Capitalization) shall have been be true and correct in all respects both when made and at and as of the date Closing Date, as if made at and as of this Agreement such time (except to the extent expressly made as of an earlier date, in which case as of such date), except for in accuracies that are de minimis in the aggregate, (b) the representations and warranties of RMT Partner set forth in Section 3.7(b) (Absence of Certain Changes) shall be true and correct in all respects on both when made and at and as of the Closing Date with the same force and effect Date, as if made on at and as of such date; time, (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ivc) the representations and warranties of the Company contained RMT Partner set forth in this Agreement Section 3.1(b) (other than the Company Fundamental RepresentationsSubsidiaries; Due Organization), the Company Capitalization Representations Section 3.4 (Authority; Binding Nature of Agreement), Section 3.21 (Ownership of Remainco Common Stock), Section 3.22 (Vote Required), Section 3.23 (Financial Advisor), Section 3.24 (Valid Issuance) and Section 2.8(b)3.25 (Takeover Statutes) shall have been true and correct as of the date of this Agreement and shall be true and correct on (without giving effect to any qualification as to materiality, RMT Partner Material Adverse Effect or similar qualification set forth therein) in all material respects both when made and at and as of the Closing Date with the same force and effect Date, as if made on at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (d) the other representations and warranties of RMT Partner set forth herein shall be true and correct both when made and at and as of the Closing Date Date, as if made at and as of such time (except (a) to the extent expressly made as of an earlier date, in each casewhich case as of such date), or in the aggregate, except where the failure of such representations and warranties to be so true and correct (without giving effect to any qualification as to materiality, RMT Partner Material Adverse Effect or similar qualification set forth therein) individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company RMT Partner Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth contained in Section 2.8(b2.3(a), Section 2.3(c) shall have been true (first sentence only), Section 2.3(d) and correct in all respects as of the date of this Agreement and Section 2.3(e) shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the Company Capitalization Representations shall have been true representations and correct in all but de minimis respects as warranties of the date of this Agreement Company contained in Section 2.1(a), Section 2.3(c) (second sentence only), Section 2.4, Section 2.5, Section 2.6(a)(i), Section 2.20, Section 2.22, Section 2.23 and Section 2.24 (last sentence only) shall be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such dateparticular date or period of time); provided, however, that, in the case of this clause (ii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; (iii) the representations and warranties of the Company contained in Section 2.24 (first sentence only) shall be true and accurate at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate as of such particular date or period of time); and (iv) the representations and warranties of the Company contained set forth in this Agreement (other than those representations and warranties referred to in the Company Fundamental Representationsforegoing clauses (i), the Company Capitalization Representations (ii) and Section 2.8(b(iii)) shall have been true and correct as of the date of this Agreement and shall be true and correct on accurate in all respects at and as of the Closing Date with the same force and effect as if made on at and as of such time (except to the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true extent that any such representation and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only warranty expressly speaks as of a particular date (or period of time, in which representations case such representation and warranty shall have been be so true and correct, subject to the qualifications as set forth in the preceding clause (a), accurate as of such particular date) date or period of time), except as, individually or in the aggregate has not constituted or resulted in, a Company Material Adverse Effect; provided, however, that, in the case of this clause (it being understood thativ), for purposes of determining the accuracy of such representations and warranties, any update of or modification to the all materiality, “Company Disclosure Schedule made or purported to have been made after the date of this Agreement Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded); provided that the reference to Company Material Adverse Effect in Section 2.8(a) shall be given effect.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth Parent contained in Section 2.8(b) 3.3 shall have been true and correct in all respects accurate, other than de minimis inaccuracies, at and as of the date of this Agreement hereof and shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the Company Capitalization Representations representations and warranties of Parent and Acquisition Sub contained in Section 3.1(a) (first sentence only), Section 3.4, Section 3.5(a)(i), Section 3.9 and Section 3.11 shall have been true and correct accurate in all but de minimis material respects at and as of the date of this Agreement hereof and shall be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such dateparticular date or period of time); and (iv) provided, however, that, in the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date case of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (aii), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of Parent and Acquisition Sub set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate, has not constituted or resulted in or would not reasonably be expected to constitute or result in a Parent Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded.

Accuracy of Representations. (i) The representation Each of the representations and warranty warranties of the Company set forth in this Agreement, other than the representations and warranties of the Company set forth in Section 2.8(b3.1 (Organization, Standing and Corporate Power), the first three sentences of Section 3.2(a) (Capitalization), Section 3.3 (Authority; Noncontravention), Section 3.16 (Anti-Takeover Provisions) and Section 3.22 (Brokers and Other Advisors), disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall have been be true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if though made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent that such representations representation and warranties are specifically made warranty expressly speaks as of a particular an earlier date, in which case such representations representation and warranties warranty shall be true and correct in all but de minimis respects as of such earlier date); , except where the failure to be true and correct would not result in a Company Material Adverse Effect. (iiiii) Each of the representations and warranties of the Company Fundamental Representations set forth in Section 3.1 (other than the Company Capitalization RepresentationsOrganization, Standing and Corporate Power), Section 3.3 (Authority; Noncontravention), Section 3.16 (Anti-Takeover Provisions) and Section 3.22 (Brokers and Other Advisors), shall have been be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects on as of such earlier date). (iii) The representations and warranties of the Company set forth in the first three sentences of Section 3.2(a) (Capitalization) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except (a) to the extent that such representations and warranties expressly speak as of an earlier date, in each case, or in the aggregate, where the failure to which case such representation and warranty shall be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualificationsas of such earlier date), or (b) for those except that any inaccuracies in such representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth that are in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall aggregate de minimis in nature will be disregarded).

Accuracy of Representations. (i) The representation Each of the representations and warranty warranties set forth in Section 2 and each of the other representations and warranties of the Company set forth in Section 2.8(bthis Agreement: (a) shall have been true and correct accurate in all respects as of the date of this Agreement Agreement; and (b) shall be true and correct accurate in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations that any representation and warranties are warranty that is made exclusively as of, and that refers specifically made as of to, a particular date, in which case such representations and warranties shall be true and correct specified date need only have been accurate in all but de minimis respects as of such specified date); (iii) , except in the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as case of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except both clauses (a) in each caseand (b) (individually and together), for inaccuracies that would not, individually or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect result in or other materiality qualifications)otherwise involve Damages in excess of $20,000,000; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth that in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties for purposes of this Section 6.1: (i) all “Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded, provided that any update to Part 2.9 or Part 2.10 of the Disclosure Schedule permitted hereby for the purpose of adding to Part 2.9 or Part 2.10 of the Disclosure Schedule a list of any Material Contracts or licenses of Intellectual Property entered into after the execution of this Agreement of the type described in Section 4.2(b)(ix) and Section 4.2(b)(x) shall be deemed to update the Disclosure Schedule, but solely for the purposes of determining whether the representations and warranties of the Company set forth in this Agreement are inaccurate or have been breached as of the Closing Date (as if such representations and warranties had been made on and as of the Closing Date).

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth EchoStar contained in Section 2.8(b2.7(a) (No MAE) shall have been true and correct in all respects accurate at and as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on at and as of such date; time, (ii) the Company Capitalization Representations representations and warranties of EchoStar contained in Section 2.5(a) and (c) (Capitalization) shall have been true and correct in all but accurate, other than de minimis respects inaccuracies, at and as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations individual representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations individual representation and warranties warranty shall be so true and correct in all but de minimis respects accurate as of such dateparticular date or period of time); (iii) the Company Fundamental Representations representations and warranties of EchoStar contained in Section 2.1(a) (other than the Company Capitalization RepresentationsDue Organization and Good Standing; Subsidiaries) (first sentence only), Section 2.3 (Authority; Binding Nature of Agreement), Section 2.4(a)(i) (Non-Contravention; Consents), Section 2.5(b) and (d) (Capitalization) Section 2.20 (Vote Required), Section 2.21 (Takeover Statutes), Section 2.23 (Opinion of Financial Advisor) and Section 2.24 (Brokers) shall have been true and correct accurate in all material respects at and as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations individual representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations individual representation and warranties warranty shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), accurate as of such particular date) (it being understood date or period of time); provided, however, that, for purposes of determining the accuracy of such representations and warranties, any update all materiality, “EchoStar Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iv) the representations and warranties of or modification EchoStar set forth in this Agreement (other than those representations and warranties referred to in the Company Disclosure Schedule made or purported to foregoing clauses (i) through (iii)) shall have been made after true and accurate in all respects at and as of the date of this Agreement and as of the Closing Date as if made at and as of such time (except to the extent that any such individual representation and warranty expressly speaks as of a particular date or period of time, in which case such individual representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, reasonably be expected to have an EchoStar Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality and “EchoStar Material Adverse Effect” qualifications set forth in such representations and warranties shall be disregarded).

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth Parent contained in Section 2.8(b3.7 (Absence of Certain Changes) shall have been true and correct accurate in all respects at and as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on at and as of such datetime; (ii) the Company Capitalization Representations representations and warranties of Parent contained in Section 3.5(a) and (c) (Capitalization) shall have been true and correct in all but accurate, other than de minimis respects inaccuracies, at and as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be so true and correct in all but de minimis respects accurate as of such dateparticular date or period of time); (iii) the Company Fundamental Representations representations and warranties of Parent contained in Section 3.1 (other than the Company Capitalization RepresentationsDue Organization and Good Standing) (first sentence only), Section 3.3 (Authority; Binding Nature of Agreement), Section 3.4(a)(i) (Non-Contravention; Consents), Section 3.5(b) and (d) (Capitalization), Section 3.13 (Opinion of Financial Advisor), Section 3.14 (Brokers) and Section 3.16 (Vote Required) shall have been true and correct accurate in all material respects at and as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), accurate as of such particular date) (it being understood date or period of time); provided, however, that, for purposes of determining the accuracy of such representations and warranties, any update all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iv) the representations and warranties of or modification Parent set forth in this Agreement (other than those representations and warranties referred to in the Company Disclosure Schedule made or purported to foregoing clauses (i) through (iii)) shall have been made after true and accurate in all respects at and as of the date of this Agreement and the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality and “Parent Material Adverse Effect” qualifications set forth therein shall be disregarded).

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company set forth contained in Section 2.8(b) this Agreement shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (except for representations and effect as if warranties expressly made on and only as of such a specified date; (ii) the Company Capitalization Representations shall have been true and correct , which need be accurate in all but de minimis respects only as of the date specified date); provided, however, that: (i) in determining the accuracy of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties for purposes of this Section 6.1(a), (A) all materiality qualifications that are specifically made as of a particular date, contained in which case such representations and warranties shall be true disregarded and correct (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; (ii) the condition set forth in this Section 6.1(a) shall be deemed satisfied unless the circumstances giving rise to all but de minimis respects as of inaccuracies in such date)representations and warranties (considered collectively) constitute a Company Material Adverse Effect, or would reasonably be expected to have a Company Material Adverse Effect; and (iii) nothing in this Section 6.1(a) shall be deemed to limit the right of Parent to rely independently on the separate condition set forth in Section 6.1(b) in refusing to consummate the Merger or any other transaction. (b) Each of the representations and warranties of the Company Fundamental Representations (other than the Company Capitalization Representations) contained in Sections 2.3(a), 2.3(b), 2.3(c), 2.7(a), 2.22, 2.23, 2.24, 2.26 and 2.27 shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters expressly made only as of a particular date (specified date, which representations shall have been true and correct, subject to the qualifications as set forth need be accurate in the preceding clause (a), all material respects only as of such particular the specified date); provided, however, that: (i) (it being understood that, for purposes of in determining the accuracy of such representations and warrantieswarranties for purposes of this Section 6.1(b), any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded); and (ii) nothing in this Section 6.1(b) shall be deemed to limit the right of Parent to rely independently on the separate condition set forth in Section 6.1(a) in refusing to consummate the Merger or any other transaction.

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company set forth contained in Section 2.8(b) this Agreement shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with Date; provided, however, that: (i) in determining the same force and effect as if made on and as accuracy of such date (except to the extent such representations and warranties for purposes of this Section 6.1(a), (A) all materiality qualifications that are specifically made as contained in such representations and warranties and that limit the scope of a particular date, in which case such representations and warranties shall be true disregarded and correct (B) any update of or modification to the Disclosure Letter made or purported to have been made on or after the date of this Agreement shall be disregarded; (ii) any inaccuracies in such representations and warranties shall be disregarded if the circumstances giving rise to all but de minimis respects as of such date)inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Company Material Adverse Effect; and (iii) nothing in this Section 6.1(a) shall be deemed to limit the right of Parent to rely independently on the separate condition set forth in Section 6.1(b) in refusing to consummate the Merger or any other transaction. (b) Each of the representations and warranties of the Company Fundamental Representations contained in Sections 2.3, 2.7(a) (other than the Company Capitalization Representations) last sentence of Section 2.7(a)), 2.22, 2.23, 2.25 and 2.27, shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except Date; provided, however, that: (ai) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties for purposes of this Section 6.1(b), (A) all materiality qualifications that are contained in such representations and warranties and that limit the scope of such representations and warranties shall be disregarded and (B) any update of or modification to the Company Disclosure Schedule Letter made or purported to have been made on or after the date of this Agreement shall be disregarded); and (ii) nothing in this Section 6.1(b) shall be deemed to limit the right of Parent to rely independently on the separate condition set forth in Section 6.1(a) in refusing to consummate the Merger or any other transaction.

Accuracy of Representations. (ia) The representation and warranty of the Company set forth in Section 2.8(b2.7(b) shall have been be true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as Agreement. (b) Each of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Everest Designated Representations (other than the Company Capitalization Representationswithout giving effect to any materiality or “Newco Material Adverse Effect” qualifications therein) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent except, in each case, for any such representations and warranties are specifically made as of a particular specific date, in which case such representations and warranties shall be so true and correct in all material respects as of such date); and . (ivc) the The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) 2.4 shall have been be true and correct correct, subject only to de minimis inaccuracies, both as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (in each case except to the extent that any such representation and warranty speaks as of a particular date, in which case such representation and warranty shall be so true and correct subject only to de minimis inaccuracies as of such date). (ad) Each of the representations and warranties of Everest (other than the Everest Designated Representations and the representations and warranties in Section 2.4 and Section 2.7(b)) shall be true and correct in all respects (without giving effect to any materiality or “Newco Material Adverse Effect” qualifications therein) both as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (except, in each case, or for any such representations and warranties made as of a specific date, which shall have been so true and correct in the aggregateall respects as of such date), except where the failure of such representations and warranties to be so true and correct in all respects has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Newco Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth contained in Section 2.8(b2.3(c) shall have been true and correct in all respects accurate, other than de minimis inaccuracies, at and as of the date of this Agreement and shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the representations and warranties of the Company Capitalization Representations contained in the first sentence of Section 2.1(a), Section 2.3 (other than Section 2.3(c)), Section 2.4, Section 2.5, Section 2.6(a)(i), and Section 2.23 shall have been true and correct accurate in all but de minimis material respects at and as of the date of this Agreement and shall be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall only be required to be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such dateparticular date or period of time); and (iv) provided, however, that, in the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date case of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (aii), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of or modification to the Company Disclosure Schedule made or purported set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been made after true and accurate in all respects at and as of the date of this Agreement and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Company Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded); provided that the reference to Company Material Adverse Effect in Section 2.8 shall be given effect.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company Buyer set forth in Section 2.8(bArticle IV shall be true and correct in all respects (without giving effect to Qualifications contained therein) at and as of the date of this Agreement, except, to the extent such failure of the representations and warranties to be so true and correct, individually or in the aggregate, has not had, or would not reasonably be expected to have, a Material Adverse Effect, and the representations and warranties of Buyer set forth in Article IV shall be true and correct in all respects (without giving effect to Qualifications contained therein) at and as of the Closing Date as if made at and as of such date (except for those representations and warranties which expressly address matters only as of an earlier date, which representations and warranties shall have been true and correct as of such date), except, in each case, to the extent such failure of the representations and warranties to be so true and correct, individually or in the aggregate, has not had, or would not reasonably be expected to have, a Material Adverse Effect; provided, that notwithstanding the foregoing, the representations and warranties of Company set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Authority and Validity) and 4.5 (Brokers or Finders) shall be true and correct in all material respects at and as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect Date, as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on at and as of such date (except to the extent such for those representations and warranties are specifically made which expressly address matters only as of a particular an earlier date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the . Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as received a certificate of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and Buyer to that effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)signed by duly authorized officer thereof.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth in Section 2.8(bArticle III shall be true and correct in all respects (without giving effect to Qualifications contained therein) at and as of the date of this Agreement, except to the extent such failure of the representations and warranties to be so true and correct, individually or in the aggregate, has not had, or would not reasonably be expected to have, a Material Adverse Effect, and the representations and warranties of Company set forth in Article III shall be true and correct in all respects (without giving effect to Qualifications contained therein) as of the Closing Date, as if made at and as of such date (except for those representations and warranties which expressly address matters only as of an earlier date, which representations and warranties shall have been true and correct as of such date), except, in each case, to the extent such failure of the representations and warranties to be so true and correct, individually or in the aggregate, has not had, or would not reasonably be expected to have, a Material Adverse Effect; provided, that notwithstanding the foregoing, the representations and warranties of Company set forth in Section 3.1 (Organization and Good Standing), Section 3.2 (Authority and Validity), Section 3.3 (Enforceability), Section 3.4 (Capitalization) (other than the last sentence of Section 3.4(b)), Section 3.6(a) through 3.6(i) (Subsidiaries; Equity Investments) and 3.11 (Brokers or Finders) shall be true and correct in all material respects at and as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect Date, as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on at and as of such date (except to the extent such for those representations and warranties are specifically made which expressly address matters only as of a particular an earlier date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) . Buyer shall have been true and correct as received a certificate of Company to that effect signed by the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, Chief Executive Officer or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Chief Financial Officer thereof.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth in: (a) this Agreement (other than in Section 2.8(b3.3, Section 3.9(d), Section 3.9(f), Section 3.9(i), Section 3.9(k), Section 3.22, Section 3.23, Section 3.24 and Section 3.27) shall have been be true and correct (without giving effect to any qualification as to materiality or “Material Adverse Effect” set forth therein) as of the date of this Agreement and at and as of the Closing Date as though made on or as of such date (other than, in each case, those representations and warranties that address matters only as of a particular date or only with respect to a specified period of time, that need only be true and correct (without giving effect to any qualification as to materiality or “Material Adverse Effect” set forth therein) as of such particular date or with respect to such specified period), except where the failure of such representations and warranties (as modified above, but including those representations and warranties that address matters only as of a particular date or only with respect to a specified period of time) to be true and correct as of the date hereof or at and as of the Closing Date has not had, individually or in the aggregate, a Material Adverse Effect; (b) Section 3.3 shall be true and correct in all respects as of the date of this Agreement hereof and shall be true and correct in all respects on at and as of the Closing Date with the same force and effect as if though made on and or as of such date; (ii) , except where the Company Capitalization Representations shall have been true and correct in all but de minimis respects as failure of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall to be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on at and as of the Closing Date with does not, directly or indirectly, result in additional costs to Parent or the same force Surviving Corporation in excess of $5,000,000 in the aggregate (excluding the issuance of Company Shares upon the exercise of Company Compensatory Awards); (c) each of Section 3.9(d), Section 3.9(f), Section 3.9(i), and effect Section 3.9(k), to the extent not qualified by materiality or “Material Adverse Effect,” shall be true and correct in all material respects, and to the extent so qualified, shall be true and correct in all respects, as if made on of the date of this Agreement and at and as of the Closing Date as though made on or as of such date (except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which that address matters only as of a particular date (which representations shall have been or only with respect to a specified period of time, that need only be true and correctcorrect in all material respects, subject to the qualifications or in all respects, as set forth in the preceding clause (a)applicable, as of such particular date) (it being understood thatdate or with respect to such specified period), for purposes of determining except where the accuracy failure of such representations and warrantieswarranties (as modified above, any update but including those representations and warranties that address matters only as of a particular date or modification only with respect to a specified period of time) to be true and correct as of the date hereof or at and as of the Closing Date has not, individually or in the aggregate, materially impacted the Company’s ability to develop, support or commercialize its current products and services; and (d) each of Section 3.22, Section 3.23, Section 3.24 and Section 3.27, to the Company Disclosure Schedule made extent not qualified by materiality or purported “Material Adverse Effect,” shall be true and correct in all material respects, and to have been made after the extent so qualified, shall be true and correct in all respects, as of the date of this Agreement shall and at and as of the Closing Date as though made on or as of such date (except for those representations and warranties that address matters only as of a particular date or only with respect to a specified period of time, that need only be disregardedtrue and correct in all material respects, or in all respects, as applicable, as of such particular date or with respect to such specified period).

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth Parent contained in Section 2.8(b) 3.3 shall have been true and correct in all respects accurate, other than de minimis inaccuracies, at and as of the date of this Agreement hereof and shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the Company Capitalization Representations representations and warranties of Parent and Acquisition Sub contained in Section 3.1(a), Section 3.4, Section 3.5, Section 3.6(a)(i), Section 3.15 and Section 3.19 shall have been true and correct accurate in all but de minimis material respects at and as of the date of this Agreement hereof and shall be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such dateparticular date or period of time); and (iv) provided, however, that, in the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date case of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (aii), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of Parent and Acquisition Sub set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate, has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Parent Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded.

Accuracy of Representations. (ia) The representation representations and warranty warranties of Parent contained in this Agreement, other than the Company set forth in Section 2.8(b) Designated Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect (other than any such representation or warranty made as if made on and of a specific earlier date, which shall have been accurate in all respects as of such earlier date; (ii) the Company Capitalization Representations shall have been true and correct ), except, in all but de minimis respects as of the date of this Agreement and shall be true and correct each case, that any inaccuracies in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on Parent; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of a particular datethe foregoing dates, in which case all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be true disregarded. (b) The representations and correct warranties of Parent contained in all but de minimis respects as Section 3.9, clause “(a)(i)” of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) Section 3.10, Section 3.11, Section 3.12, Section 3.14 and Section 3.15 shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, other than any such representation or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only warranty made as of a particular date (specific earlier date, which representations shall have been true and correct, subject to the qualifications as set forth accurate in the preceding clause (a), all material respects as of such particular earlier date) (it being understood ); provided, however, that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates, any update all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of or modification to the Company Disclosure Schedule made or purported to such representations and warranties shall be disregarded. (c) The representation and warranty contained in clause “(a)” of Section 3.4 shall have been made after accurate in all respects as of the date of this Agreement. (d) The representations and warranties of Parent contained in Section 3.2(a), Section 3.2(b) and Section 3.2(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except, in each case, that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis in nature and amount will be disregarded).

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth Parent contained in Section 2.8(b3.3(c) shall have been true and correct in all respects accurate, other than de minimis inaccuracies, at and as of the date of this Agreement and shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the Company Capitalization Representations representations and warranties of Parent and each Acquisition Sub contained in the first sentence of Section 3.1(a), Section 3.3(other than Section 3.3(c)), Section 3.4, Section 3.5, Section 3.6(a)(i), and Section 3.18 shall have been true and correct accurate in all but de minimis material respects at and as of the date of this Agreement and shall be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall only be required to be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such dateparticular date or period of time); and (iv) provided, however, that, in the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date case of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (aii), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of or modification Parent and each Acquisition Sub set forth in this Agreement (other than those representations and warranties referred to in the Company Disclosure Schedule made or purported to foregoing clauses (i) and (ii)) shall have been made after true and accurate in all respects at and as of the date of this Agreement and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate, has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Parent Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded), provided that the reference to Parent Material Adverse Effect in Section 3.8(a) shall be given effect.

Accuracy of Representations. (i) The representation Each of the representations and warranty warranties of the Company set forth contained in this Agreement, other than the representations and warranties contained in Section 2.8(b3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects on and as of the Exchange Closing Date with the same force and effect as if made on and as of the Exchange Closing Date (other than any such representation and warranty made as of a specific earlier date; (ii) the Company Capitalization Representations , which shall have been true and correct accurate in all but de minimis respects as of the date of this Agreement and shall be true and correct such earlier date), except that any inaccuracies in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular datewill be disregarded if the circumstances giving rise to all such inaccuracies, in which case the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be true disregarded. (ii) Each of the representations and correct warranties contained in all but de minimis respects as Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of such date)Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; (iii) the Company Fundamental Representations (other than the Company Capitalization RepresentationsNo Rights Plan) shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Exchange Closing Date with the same force and effect as if made on and as of the Exchange Closing Date except (a) in each case, other than any such representation or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only warranty made as of a particular date (specific earlier date, which representations shall have been true and correct, subject to the qualifications as set forth accurate in the preceding clause (a), all material respects as of such particular earlier date) (it being understood ); provided, however, that, for purposes of determining the accuracy of such representations and warranties, warranties all materiality qualifications and other similar qualifications (including any update Company Material Adverse Effect qualification) limiting the scope of or modification to such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Disclosure Schedule made or purported to Capitalization) shall have been made after accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Exchange Closing Date as if made on and as of the Exchange Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that in the aggregate do not cause the aggregate Merger Consideration required to be paid by Parent hereunder to effectuate the Merger to increase by $1,000,000 or more will be disregarded).

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company Remainco set forth in Section 2.8(b2.3 (Capitalization) shall have been be true and correct in all respects both when made and at and as of the date Closing Date, as if made at and as of this Agreement such time (except to the extent expressly made as of an earlier date, in which case as of such date), except for in accuracies that are de minimis in the aggregate, (b) the representations and warranties of Remainco set forth in Section 2.7(b) (Absence of Certain Changes) shall be true and correct in all respects on both when made and at and as of the Closing Date with the same force and effect Date, as if made on at and as of such date; time, (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ivc) the representations and warranties of the Company contained Remainco set forth in this Agreement Section 2.1(b) (other than the Company Fundamental RepresentationsSubsidiaries; Due Organization), the Company Capitalization Representations Section 2.4 (Authority; Binding Nature of Agreement), Section 2.21 (Ownership of RMT Partner Common Stock), Section 2.22 (Vote Required), Section 2.23 (Financial Advisor) and Section 2.8(b)2.27 (Takeover Statutes) shall have been true and correct as of the date of this Agreement and shall be true and correct on (without giving effect to any qualification as to materiality, Spinco Material Adverse Effect or similar qualifications set forth therein) in all material respects both when made and at and as of the Closing Date with the same force and effect Date, as if made on at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (d) the other representations and warranties of Remainco set forth herein shall be true and correct both when made and at and as of the Closing Date Date, as if made at and as of such time (except (a) to the extent expressly made as of an earlier date, in each casewhich case as of such date), or in the aggregate, except where the failure of such representations and warranties to be so true and correct (without giving effect to any qualification as to materiality, Spinco Material Adverse Effect or similar qualification set forth therein) individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Spinco Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth contained in Section 2.8(b2.3(c) shall have been true and correct in all respects accurate, other than de minimis inaccuracies, at and as of the date of this Agreement and shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the representations and warranties of the Company Capitalization Representations contained in the first sentence of Section 2.1(a), Section 2.3 (other than Section 2.3(c)), Section 2.4, Section 2.5, Section 2.6(a)(i), and Section 2.25 shall have been true and correct accurate in all but de minimis material respects at and as of the date of this Agreement and shall be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall only be required to be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such dateparticular date or period of time); and (iv) provided, however, that, in the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date case of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (aii), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of or modification to the Company Disclosure Schedule made or purported set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been made after true and accurate in all respects at and as of the date of this Agreement and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Company Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded); provided that the reference to Company Material Adverse Effect in Section 2.8(a) shall be given effect.

Accuracy of Representations. The representations and warranties of Parent and Merger Sub (i) The representation and warranty of the Company set forth in Section 2.8(b4.7(b)(i) (Absence of Certain Changes and Events) shall have been be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, (ii) set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) (Capitalization) shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if though made on and as of such date the Closing Date (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be so true and correct in all but de minimis respects as of such dateparticular date or period of time); , except, in the case of this clause (ii), for any de minimis inaccuracies, (iii) the Company Fundamental Representations set forth in Section 4.2(a) (Authority; No Conflict), Section 4.3 (other than the Company Capitalization RepresentationsSection 4.3(a), Section 4.3(b) or Section 4.3(c)) (Capitalization) and Section 4.14 (Brokers) shall have been be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if though made on and as of such date the Closing Date (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be so true and correct in all material respects as of such dateparticular date or period of time); , and (iv) the representations and warranties of the Company contained set forth in this Agreement (Agreement, other than the Company Fundamental Representationsthose described in clauses (i), the Company Capitalization Representations (ii) and Section 2.8(b)(iii) above, shall have been be true and correct (disregarding all qualifications or limitations as to “materiality,” “material,” “in all material respects” and “Parent Material Adverse Effect” set forth therein) as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except (a) to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in each casewhich case such representation and warranty shall be so true and correct as of such particular date or period of time), or except, in the aggregatecase of this clause (iv), where the failure of such representations and warranties to be so true and correct would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (i) The representation Each of the representations and warranty warranties of the Company set forth contained in Section 2.8(b4.2(a) (Capital Structure), Section 4.6(a) (Material Adverse Effect) and Section 4.23 (Brokers and Finders) shall have been be true and correct in all respects (other than in de minimis and immaterial respects in the case of Section 4.2(a)) as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if though made on and as of such date (except to the extent unless any such representations and warranties are specifically representation or warranty is made only as of a particular specific date, in which case event such representation or warranty shall be true, complete and correct as of such specific date); (ii) Each of the representations and warranties of the Company contained in Section 4.3 (Corporate Authority; Approval and Fairness) and Section 4.21 (Takeover Statutes; Other Restrictions) (in each case, disregarding all qualifications and exceptions contained therein regarding materiality or a Material Adverse Effect or any similar standard or qualification) shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if though made on and as of such date (except to the extent unless any such representations and warranties are specifically representation or warranty is made only as of a particular specific date, in which case event such representations and warranties representation or warranty shall be true true, complete and correct in all material respects as of such specific date); and and (iviii) Each of the representations and warranties of the Company contained in this Agreement (other than those specified in the Company Fundamental Representationsforegoing clauses (i) and (ii) (disregarding all qualifications and exceptions contained therein regarding materiality or a Material Adverse Effect or any similar standard or qualification), shall be true and correct, except where the Company Capitalization Representations and Section 2.8(b)) shall have been failure of any such representation or warranty to be so true and correct would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect, as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date except such date (a) in each case, unless any such representation or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters warranty is made only as of a particular date (specific date, in which representations event such representation or warranty shall have been true be true, complete and correct, subject to the qualifications as set forth in the preceding clause (a), correct as of such particular specific date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. Each of the representations and warranties of the Parent Group Parties (i) The representation and warranty of the Company set forth in Section 2.8(b4.6(b) (Absence of Certain Changes and Events) shall have been be true and correct in all respects as of the date of this Agreement Agreement, and as of the Closing as though made on the Closing, (ii) set forth in Section 4.3(a) and (d) (Capitalization) shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement Agreement, and as of the Closing as though made on the Closing, except for any de minimis inaccuracies, (iii) set forth in Section 4.2(a) (Authority), Section 4.3 (Capitalization) (other than Section 4.3(a) and (d) and Section 4.18 (Brokers) shall be true and correct in (disregarding all but de minimis respects on qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” and as words of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iiisimilar import set forth therein) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement Agreement, and as of the Closing as though made on the Closing, in all material respects and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct in (disregarding all material respects on qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” and as words of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ivsimilar import set forth therein) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on Agreement, and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date Closing, except (a) in each case, or in the aggregate, where the failure of such representations and warranties to be so true and correct would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those Effect; provided in each case that representations and warranties which address matters only made as of a particular specific date (which representations shall have been be required to be so true and correct, correct (subject to the qualifications as set forth in the preceding clause (a), this section) as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)only.

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company set forth Arcturus in Section 2.8(b2.4(a), Section 2.4(b), and Section 2.4(c) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been Capitalization), are true and correct in all but de minimis respects as of the date of this Agreement and shall be are true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date, except to the extent such for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be were so true and correct in all but de minimis respects as of such particular date); (iiib) the Company Fundamental Representations representations and warranties of the Arcturus set forth in clause “(other than b)” of the Company Capitalization Representationsfirst sentence of Section 2.6 (Absence of Changes) shall have been true and correct in all material respects as of the date of this the Agreement and shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if made on and as of such date time (except it being understood that any update of or modification to the extent such Arcturus Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded); (c) the representations and warranties are specifically made of Arcturus set forth in Section 2.13(n) and of Alcobra and Merger Sub set forth in Section 3.14(n) shall have been true and correct in all respects as of a particular date, in which case such representations the date of the Agreement and warranties shall be true and correct in all material respects at and as of the Closing Date as if made on and as of such date)time; and (ivd) the all other representations and warranties of the Company contained Arcturus in Article 2 of this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been are true and correct as of the date of this Agreement and shall be are true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (ai) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company an Arcturus Material Adverse Effect (without giving effect to any references therein to any Company provided that all “Arcturus Material Adverse Effect or Effect” qualifications and other materiality qualificationsqualifications limiting the scope of the representations and warranties of Arcturus in Article 2 of this Agreement will be disregarded), or (bii) for those representations and warranties which address matters only as of a particular date (which representations shall have been were so true and correct, subject to the qualifications as set forth in the preceding clause (ai), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company set forth Alcobra and Merger Sub in Section 2.8(b3.4(a), Section 3.4(b), Section 3.4(c), Section 3.4(e) shall have been true (Capitalization) and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; Section 3.29 (ii) the Company Capitalization Representations shall have been Foreign Private Issuer), are true and correct in all but de minimis respects as of the date of this Agreement and shall be are true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date, except to the extent such for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be were so true and correct in all but de minimis respects as of such particular date); (iiib) the Company Fundamental Representations representations and warranties of the Alcobra set forth in clause “(other than b)” of the Company Capitalization Representationsfirst sentence of Section 3.6 (Absence of Changes) shall have been true and correct in all material respects as of the date of this the Agreement and shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if made on and as of such date time (except it being understood that any update of or modification to the extent such Alcobra Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded); (c) the representations and warranties are specifically made of Arcturus set forth in Section 2.13(n) and of Alcobra and Merger Sub set forth in Section 3.14(n) shall have been true and correct in all respects as of a particular date, in which case such representations the date of the Agreement and warranties shall be true and correct in all material respects at and as of the Closing Date as if made on and as of such date)time; and (ivd) the all other representations and warranties of the Company contained Alcobra and Merger Sub in Article 3 of this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been are true and correct as of the date of this Agreement and shall be are true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (ai) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company an Alcobra Material Adverse Effect (without giving effect to any references therein to any Company provided that all “Alcobra Material Adverse Effect or Effect” qualifications and other materiality qualificationsqualifications limiting the scope of the representations and warranties of Alcobra in Article 3 of this Agreement will be disregarded), or (bii) for those representations and warranties which address matters only as of a particular date (which representations shall have been were so true and correct, subject to the qualifications as set forth in the preceding clause (ai), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. Each of: (a) the Specified Representations, other than the representations and warranties made by the Company in Section 2.2 (Capital Structure) (the “Capitalization Representations”) (i) The representation and warranty to the extent qualified by “material,” “materiality,” “Material Adverse Effect” or other terms of the Company set forth in Section 2.8(b) similar import or effect, shall have been be true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, other than any such Specified Representations which by their terms are made as of a specific earlier date; (ii) the Company Capitalization Representations , which shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such earlier date); , and (iiiii) to the Company Fundamental Representations (other than the Company Capitalization Representations) extent not so qualified, shall have been true and correct be accurate in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, other than any such Specified Representations which by their terms are made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date; (b) the Capitalization Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date except (a) as if made on and as of the Closing Date, other than any such representations and warranties therein which by their terms are made as of a specific earlier date, which shall have been true and correct in all respects as of such earlier date, except, in each case, or in the aggregate, where the failure of such Capitalization Representations to be so true and correct would not, individually or in the aggregate, reasonably be expected to have more than a de minimis effect, provided, that the representations and warranties set forth in the first clause of the second sentence of Section 2.2(a), in Section 2.2(c) and in Section 2.2(e) shall be true and correct in all respects; and (c) the representations and warranties made by the Company and the Selling Shareholders contained in this Agreement (other than the Specified Representations) shall be true and correct in all respects (without giving effect to any limitation as to materiality, Material Adverse Effect or similar qualifications set forth therein) as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been true and correct in all respects as of such earlier date, except, in each case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (i) The representation and warranty Each of the Company set forth representations and warranties of Maple Parent contained in Section 2.8(b4.02(a) and (c) (Capitalization) and the second sentence of Section 4.07 (Maple Parent Material Adverse Effect) shall have been be true and correct in all respects (other than de minimis and immaterial respects in the case of Section 4.02(a)) as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if though made on and as of such date (except to the extent unless any such representations and warranties are specifically representation or warranty is made only as of a particular specific date, in which case event such representation or warranty shall be true, complete and correct as of such specific date); (ii) Each of the representations and warranties of Maple Parent contained in Section 4.02(b), (d) and (e) (Capitalization), Section 4.03(a) and (b)(i) (Authority; No Violation) and Section 4.18 (Advisors’ Fees) (disregarding all qualifications and exceptions contained therein regarding materiality or a Maple Parent Material Adverse Effect or any similar standard or qualification) shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if though made on and as of such date (except to the extent unless any such representations and warranties are specifically representation or warranty is made only as of a particular specific date, in which case event such representations and warranties representation or warranty shall be true true, complete and correct in all material respects as of such specific date); and and (iviii) Each of the representations and warranties of the Company Maple Parent contained in this Agreement (other than those specified in the Company Fundamental Representationsforegoing subsections (i) and (ii) (disregarding all qualifications and exceptions contained therein regarding materiality or a Maple Parent Material Adverse Effect or any similar standard or qualification), shall be true and correct, except where the Company Capitalization Representations and Section 2.8(b)) shall have been failure of any such representation or warranty to be so true and correct would not, individually or in the aggregate, have or be reasonably expected to have a Maple Parent Material Adverse Effect, as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date except such date (a) in each case, unless any such representation or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters warranty is made only as of a particular date (specific date, in which representations event such representation or warranty shall have been true be true, complete and correct, subject to the qualifications as set forth in the preceding clause (a), correct as of such particular specific date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (ia) The representation Each of the representations and warranty of warranties made by the Company set forth in Section 2.8(bSections 2.1 (Organizational Matters), 2.4 (Authority; Binding Nature of Agreement; Inapplicability of Anti-takeover Statutes), 2.30 (Vote Required) and 2.31 (Brokers) of this Agreement shall have been true and correct be accurate in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such datethe Closing Date; (iib) each of the representations and warranties made by the Company Capitalization Representations shall have been true and correct set forth in all but de minimis respects as of the date Sections 2.3 (Capital Structure) of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date), and (c) each of the representations and warranties made by the Company in this Agreement (other than those set forth in Sections 2.1 (Organizational Matters), 2.3 (Capital Structure), 2.4 (Authority; Binding Nature of Agreement; Inapplicability of Anti-takeover Statutes), 2.30 (Vote Required) and 2.31 (Brokers)) shall be accurate as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date, and except (a) in each case, or in the aggregate, where the failure of representations and warranties referenced in this clause (c) to be so true and correct would not reasonably be expected to have result, individually or in the aggregate, in a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualificationsEffect); provided, or however, that, in the case of clauses (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (ac), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update all materiality, Material Adverse Effect and similar qualifications limiting the scope of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement such representations and warranties shall be disregarded).

Accuracy of Representations. (ia) The representation Without limiting the effect or independence of the conditions set forth in Sections 6.1(b) and warranty 6.1(c), the representations and warranties of the Company set forth contained in Section 2.8(bSections 2.3(a), 2.3(b), 2.3(c) and 2.27 shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date it being understood that (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ivi) the representations and warranties of the Company contained in this Agreement (other than Sections 2.3(a), 2.3(b) and 2.3(c) with respect the fully- diluted capitalization of the Company Fundamental Representations, shall be deemed to have been accurate as long as the actual fully-diluted capitalization of the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as does not exceed the fully-diluted capitalization of the date of this Agreement and shall be true and correct on and Company as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) represented in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualificationsSections 2.3(a), or 2.3(b) and 2.3(c) by more than 15,000 shares of Company Common Stock, and (bii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of the representations and warranties of the Company contained in Sections 2.3(a), 2.3(b), 2.3(c) and 2.27: (A) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties, warranties shall be disregarded; and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded). (b) Without limiting the effect or independence of the conditions set forth in Sections 6.1(a) and 6.1(c), the representations and warranties of the Company contained in this Agreement (other than the representations and warranties contained in Sections 2.3(a), 2.3(b), 2.3(c) and 2.27) shall have been accurate in all respects as of the date of this Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties: (i) any inaccuracies that, in the aggregate, do not have a Material Adverse Effect on the Acquired Corporations shall be disregarded; (ii) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded; and (iii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (ia) The representation and warranty Each of the Company set forth representations and warranties of Riesling, New Parent and Merger Sub contained in Section 2.8(b) this Agreement, other than the Riesling Specified Representations, shall have been true and correct be accurate in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except (a) where any inaccuracy in each casesuch representations and warranties, individually or in the aggregate, where the failure to be so true has not had, and correct would not reasonably be expected to have have, a Company Riesling Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update all materiality qualifications limiting the scope of or modification to such representations and warranties shall be disregarded; (b) each of the Company Disclosure Schedule made or purported to representations and warranties contained in Section 2.7(a) (Absence of Changes) shall have been made after accurate in all respects (except for any de minimis inaccuracy) as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than such representations and warranties made as of a specific earlier date, which shall be disregardedhave been accurate in all respects (except for any de minimis inaccuracy) as of such earlier date); and (c) each of the representations and warranties contained in the first sentence of Section 2.1(a)-(b) (Organization), Section 2.2(a) (Capitalization), Section 2.3 (Authority) and Section 2.25 (No Financial Advisor) (collectively, the “Riesling Specified Representations”) shall have been accurate in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than such representations and warranties made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date).

Accuracy of Representations. (ia) The representation representations and warranty warranties of Holdings, the Company set forth and the Stockholder Representative contained in Section 2.8(b) this Agreement shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct Agreement, except that any inaccuracies in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) other than those related to the representations and warranties in Sections 3.3 and 3.5(a)-(k), 3.5(m), 3.5(p)-(q), 3.5(s)-(u) and 3.5(v) with respect to the foregoing subsections of Section 3.5) will be disregarded if the Company contained in this Agreement circumstances giving rise to all such inaccuracies (other than the Company Fundamental Representationsconsidered collectively) do not constitute, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would could not reasonably be expected to have have, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to on the qualifications as set forth in the preceding clause (a), as of such particular date) Acquired Corporations (it being understood that, for purposes of determining the accuracy of any specific representations and warranties (other than in Sections 3.3 and 3.5(a)-(k), 3.5(m), 3.5(p)-(q), 3.5(s)-(u) and 3.5(v) with respect to the foregoing subsections of Section 3.5), (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warrantieswarranties shall be disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), and (iii) any representations and warranties made as of a specific date or which refer to financial statements as of a specific date shall have been accurate in all material respects as of such date. (b) The representations and warranties of Holdings, the Company and the Stockholder Representative contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties (other than those related to the representations and warranties in Section 3.3 will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations; provided, however, that, for purposes of determining the accuracy of any specific representations and warranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties (other than those in Section 3.3 shall be disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded and (iii) any representations and warranties made as of a specific date or which refer to financial statements as of a specific date shall have been accurate in all material respects as of such date only.

Accuracy of Representations. The representations and warranties of Parent, Holdco LLC and Merger Sub (i) The representation and warranty of the Company set forth in Section 2.8(b4.7(b) (Absence of Certain Changes and Events) shall have been be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, (ii) set forth in Section 4.3(a) (Capitalization) shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if though made on and as of such date the Closing Date (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be so true and correct in all but de minimis respects as of such dateparticular date or period of time); , except, in the case of this clause (ii), for any de minimis inaccuracies, (iii) the Company Fundamental Representations set forth in Section 4.2(a) (Authority; No Conflict), Section 4.3 (other than the Company Capitalization RepresentationsSection 4.3(a) (Capitalization)), Section 4.7 (other than Section 4.7(b) (Absence of Certain Changes and Events)) and Section 4.9 (Brokers) shall have been be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if though made on and as of such date the Closing Date (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be so true and correct in all material respects as of such dateparticular date or period of time); , and (iv) the representations and warranties of the Company contained set forth in this Agreement (Agreement, other than the Company Fundamental Representationsthose described in clauses (i), the Company Capitalization Representations (ii) and Section 2.8(b)(iii) above, shall have been be true and correct (disregarding all qualifications or limitations as to “materiality,” “material,” “in all material respects” and “Parent Material Adverse Effect” set forth therein) as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except (a) to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in each casewhich case such representation and warranty shall be so true and correct as of such particular date or period of time), or except, in the aggregatecase of this clause (iv), where the failure of such representations and warranties to be so true and correct does not have, and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company set forth Quoin in Section 2.8(b2.4(a), Section 2.4(a), and Section 2.4(c) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been Capitalization), are true and correct in all but de minimis respects as of the date of this Agreement and shall be are true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date, except to the extent such for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be were so true and correct in all but de minimis respects as of such particular date); (iiib) the Company Fundamental Representations representations and warranties of the Quoin set forth in clause “(other than b)” of the Company Capitalization Representationsfirst sentence of Section 2.6 (Absence of Changes) shall have been true and correct in all material respects as of the date of this the Agreement and shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if made on and as of such date time (except it being understood that any update of or modification to the extent such Quoin Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded); (c) the representations and warranties are specifically made of Quoin set forth in Section 2.13(n) shall have been true and correct in all respects as of a particular date, in which case such representations the date of the Agreement and warranties shall be true and correct in all material respects at and as of the Closing Date as if made on and as of such date)time; and (ivd) the all other representations and warranties of the Company contained Quoin in Article 2 of this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been are true and correct as of the date of this Agreement and shall be are true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (ai) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Quoin Material Adverse Effect (without giving effect to any references therein to any Company provided that all “Quoin Material Adverse Effect or Effect” qualifications and other materiality qualificationsqualifications limiting the scope of the representations and warranties of Quoin in Article 2 of this Agreement will be disregarded), or (bii) for those representations and warranties which address matters only as of a particular date (which representations shall have been were so true and correct, subject to the qualifications as set forth in the preceding clause (ai), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. The representations and warranties of the Company (i) The representation and warranty of the Company set forth in Section 2.8(b3.7(b)(i) (Absence of Certain Changes and Events) shall have been be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, (ii) set forth in Section 3.3(a), Section 3.3(b) and Section 3.3(c) (Capitalization) shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if though made on and as of such date the Closing Date (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be so true and correct in all but de minimis respects as of such dateparticular date or period of time); , except, in the case of this clause (ii), for any de minimis inaccuracies, (iii) the Company Fundamental Representations set forth in Section 3.2(a) (Authority; No Conflict), Section 3.3 (other than the Company Capitalization RepresentationsSection 3.3(a), Section 3.3(b) or Section 3.3(c)) (Capitalization), Section 3.20 (Rights Plan; State Antitakeover Statutes) and Section 3.23 (Brokers) shall have been be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of Closing Date as though made on the Closing Date with the same force and effect as if made on and as of such date (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be so true and correct in all material respects as of such date); particular date or period of time) and (iv) the set forth in this Agreement, other than those representations and warranties of the Company contained described in this Agreement clauses (other than the Company Fundamental Representationsi), the Company Capitalization Representations and Section 2.8(b)(ii) or (iii) above, shall have been be true and correct (disregarding all qualifications or limitations as to “materiality,” “material,” “in all material respects” and “Company Material Adverse Effect” set forth therein) as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except (a) to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in each casewhich case such representation and warranty shall be so true and correct as of such particular date or period of time), or except, in the aggregatecase of this clause (iv), where the failure of such representations and warranties to be so true and correct would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth Arq contained in Section 2.8(b) 3.3 and Section 3.5 of this Agreement shall have been be true and correct in all respects (except for de minimis inaccuracies) on and as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on the Closing Date except for those representations and warranties which address matters only as of such a particular date; (ii) the Company Capitalization Representations , which representations shall have been true and correct in all but respects (except for de minimis inaccuracies) on such particular date, (ii) the representations and warranties of Arq contained in Section 3.1(a), Section 3.1(c), Section 3.2, and Section 3.4(a) of this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date except to the extent such for those representations and warranties are specifically made which address matters only as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects on such particular date, and (iii) each of the other representations and warranties of Arq contained in this Agreement (other than those described in the foregoing clauses (i) and (ii)) shall be true and correct in all respects (without regard to any materiality or Arq Material Adverse Effect qualifier set forth therein) on and as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (date, which representations shall have been true and correct, subject to the qualifications as set forth correct in the preceding clause (a)all respects, as of such particular datedate (without regard to any materiality or Arq Material Adverse Effect qualifier set forth therein), except in the case of this clause (iii) (it being understood that, for purposes inaccuracies of determining the accuracy of such representations and warrantieswarranties the circumstances giving rise to which would not, any update of individually or modification to in the Company Disclosure Schedule made or purported aggregate, reasonably be expected to have been made after the date of this Agreement shall be disregarded)an Arq Material Adverse Effect.

Accuracy of Representations. (i) The representation and warranty Each of the Company set forth representations and warranties of DPSG contained in Section 2.8(b5.02(a) (Capitalization) and Section 5.08(a) (DPSG Material Adverse Effect) shall have been be true and correct in all respects (other than in de minimis and immaterial respects in the case of Section 5.02(a)) as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if though made on and as of such date (except to the extent unless any such representations and warranties are specifically representation or warranty is made only as of a particular specific date, in which case event such representation or warranty shall be true, complete and correct as of such specific date); (ii) Each of the representations and warranties of DPSG contained in Section 5.02(b)-(e) (Capitalization), Section 5.03(a) and (b)(i) (Authority; No Violation), Section 5.18 (Takeover Statutes; Other Restrictions) and Section 5.21 (Advisors’ Fees) (in each case, disregarding all qualifications and exceptions contained therein regarding materiality or a DPSG Material Adverse Effect or any similar standard or qualification) shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if though made on and as of such date (except to the extent unless any such representations and warranties are specifically representation or warranty is made only as of a particular specific date, in which case event such representations and warranties representation or warranty shall be true true, complete and correct in all material respects as of such specific date); and and (iviii) Each of the representations and warranties of the Company DPSG contained in this Agreement (other than those specified in the Company Fundamental Representationsforegoing subsections (i) and (ii) (disregarding all qualifications and exceptions contained therein regarding materiality or a DPSG Material Adverse Effect or any similar standard or qualification), shall be true and correct, except where the Company Capitalization Representations and Section 2.8(b)) shall have been failure of any such representation or warranty to be so true and correct would not, individually or in the aggregate, have or be reasonably expected to have a DPSG Material Adverse Effect, as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date except such date (a) in each case, unless any such representation or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters warranty is made only as of a particular date (specific date, in which representations event such representation or warranty shall have been true be true, complete and correct, subject to the qualifications as set forth in the preceding clause (a), correct as of such particular specific date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth Parent contained in Section 2.8(b3.3(a), Section 3.3(c) shall have been true (first sentence only), Section 3.3(d) and correct in all respects as of the date of this Agreement and Section 3.3(e) shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the Company Capitalization Representations shall have been true representations and correct warranties of Parent and the Acquisition Subs contained in all but de minimis respects as of the date of this Agreement Section 3.1(a), Section 3.3(c) (second sentence only), Section 3.4, Section 3.5(a)(i), Section 3.10 and Section 3.13 shall be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such dateparticular date or period of time); and (iv) provided, however, that, in the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date case of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (aii), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of Parent and the Acquisition Subs set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate, has not constituted or resulted in, a Parent Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; provided that the reference to Parent Material Adverse Effect in Section 3.7(a) shall be given effect.

Accuracy of Representations. The (i) The representation representations and warranty of the Company warranties set forth in Section 2.8(b3.1, Section 3.2, Xxxxxxx 0.0, Xxxxxxx 0.0(x), (x), (x), (x) and (f), Section 3.12, Section 3.27, Section 3.28 and Section 3.29 shall have been be true and correct in all respects as of the date of this Agreement Agreement, and shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than (x) any such representation and effect as if warranty expressly made on and as of such a specific earlier date; (ii) the Company Capitalization Representations , which shall have been true and correct in all but de minimis respects as of such earlier date and (y) in the date case of this Agreement the representations and warranties contained in Section 3.6(b), which shall be true and correct in all but respects, other than such inaccuracies that in the aggregate would not result in more than a de minimis respects on and as increase in the aggregate consideration to be paid by Parent pursuant to ARTICLE II to the equity holders of the Closing Date Company, provided, that the parties hereto agree that any increase in issued and outstanding shares of Company Common Stock as a result of the exercise of Company Options (issued and outstanding pursuant to a Company Equity Plan) in accordance with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but Company Equity Plans is de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such dateminimis); and (ivii) the all other representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been be true and correct in all respects (in each case without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) as of the date of this Agreement and shall be true and correct on Agreement, and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representation and warranty expressly made as of a specific earlier date, which shall have been true and correct in all respects as of such earlier date), except (a) in each case, or in the aggregate, where the failure or failures of such representations and warranties to be so true and correct have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (i) The representation Each of the representations and warranty warranties of the Company set forth contained in the first two sentences and the fourth sentence of Section 2.8(b4.2(a) (Capital Structure) and Section 4.6(a) (Material Adverse Effect) shall have been be true and correct in all respects (other than in immaterial respects in the case of the first two sentences and the fourth sentence of Section 4.2(a)) as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if though made on and as of such date (except to the extent unless any such representations and warranties are specifically representation or warranty is made only as of a particular specific date, in which case event such representation or warranty shall be true, complete and correct as of such specific date); (ii) Each of the representations and warranties of the Company contained in the rest of Section 4.2(a) (Capital Structure), Section 4.3 (Corporate Authority and Approval), Section 4.21 (Takeover Statutes; Other Restrictions) and Section 4.23 (Brokers and Finders) (in each case, disregarding all qualifications and exceptions contained therein regarding materiality or a Material Adverse Effect or any similar standard or qualification) shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if though made on and as of such date (except to the extent unless any such representations and warranties are specifically representation or warranty is made only as of a particular specific date, in which case event such representations and warranties representation or warranty shall be true true, complete and correct in all material respects as of such specific date); and and (iviii) Each of the representations and warranties of the Company contained in this Agreement (other than those specified in the Company Fundamental Representationsforegoing clauses (i) and (ii) (disregarding all qualifications and exceptions contained therein regarding materiality or a Material Adverse Effect or any similar standard or qualification), shall be true and correct, except where the Company Capitalization Representations and Section 2.8(b)) shall have been failure of any such representation or warranty to be so true and correct would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect, as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date except such date (a) in each case, unless any such representation or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters warranty is made only as of a particular date (specific date, in which representations event such representation or warranty shall have been true be true, complete and correct, subject to the qualifications as set forth in the preceding clause (a), correct as of such particular specific date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (i) The representation and warranty Each of the Company set forth in Section 2.8(b) Apricus Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company . The Apricus Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of Apricus and Merger Sub contained in this Agreement (other than the Apricus Fundamental Representations and the Apricus Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company an Apricus Material Adverse Effect (without giving effect to any references therein to any Company Apricus Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Apricus Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (a) The representations and warranties of Merger Partner (i) The representation and warranty of the Company set forth in Section 2.8(b3.1(b)(i) shall have been true (Subsidiaries; Due Organization), Section 3.4 (Authority; Binding Nature of Agreement), Section 3.21 (Vote Required), Section 3.22 (Financial Advisors) and correct in all respects as of the date of this Agreement and Section 3.23 (Takeover Statutes) shall be true and correct (without giving effect to any qualification as to materiality, Merger Partner Material Adverse Effect or similar qualification set forth therein) in all material respects on both when made and at and as of the Closing Date with the same force and effect Closing, as if made on at and as of such date; time (except to the extent expressly made as of an earlier time, in which case as of such time) and (ii) the Company Capitalization Representations shall have been true and correct set forth in all but de minimis respects as of the date of this Agreement and not described in clause (i) shall be true and correct in all but de minimis respects on both when made and at and as of the Closing Date with the same force and effect Closing, as if made on at and as of such date time (except to the extent expressly made as of an earlier time, in which case as of such time), except where the failure of such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct (A) (without giving effect to any qualification as to materiality, Merger Partner Material Adverse Effect or similar qualification set forth therein) individually or in the aggregate (and collectively with any failures of the representations and warranties of Remainco and Spinco described in Section 9.1(a)(iv) to be true and correct both when made and at and as of the Closing, as if made at and as of such time (except to the extent expressly made as of an earlier time, in which case as of such time, and without giving effect to any qualification as to materiality, Spinco Material Adverse Effect or similar qualification set forth therein), has not had, and would not reasonably be expected to have have, a Combined Company Material Adverse Effect Effect, and (B) individually or in the aggregate would not reasonably be expected to prevent or materially delay, materially interfere with or materially impair the consummation by the applicable members of the Merger Partner Group of the Merger or the material Contemplated Transactions. Notwithstanding anything to the contrary contained in this Agreement, if (I) all of the conditions to the obligations of Buyer, Buyer Sub and Merger Partner in Article IX and Article VII have been satisfied (other than one or more of Section 9.1, Section 9.2, Section 7.1 and Section 7.2), (II) Buyer irrevocably waives the conditions in Section 9.1 and Section 9.2 to the extent such conditions have not been satisfied, then the condition set forth in this Section 8.1(a) shall be deemed to be waived. (b) The representations and warranties of Buyer and Buyer Sub set forth in Article IV shall be true and correct both when made and at and as of the Closing, as if made at and as of such time (except to the extent expressly made as of an earlier time, in which case as of such time), except where the failure of such representations and warranties to be so true and correct (without giving effect to any references therein qualification as to any Company materiality or similar qualification set forth therein) individually or in the aggregate, has not had, and would not reasonably be expected to have, a Buyer Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company Parent and Merger Sub set forth in Section 2.8(b3.8(b) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Parent Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Parent Fundamental Representations (other than the Company Parent Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company Parent and Merger Sub contained in this Agreement (other than the Company Parent Fundamental Representations, the Company Parent Capitalization Representations and Section 2.8(b)3.8(b) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Parent Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth ADES contained in Section 2.8(b4.3 and Section 4.6(a) of this Agreement shall have been be true and correct in all respects (except for de minimis inaccuracies) on and as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on the Closing Date except for those representations and warranties which address matters only as of such a particular date; (ii) the Company Capitalization Representations , which representations shall have been true and correct in all but respects (except for de minimis inaccuracies) on such particular date, (ii) the representations and warranties of ADES contained in Section 4.1(a) and Section 4.5(a) of this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date except to the extent such for those representations and warranties are specifically made which address matters only as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects on such particular date, and (iii) each of the other representations and warranties of ADES contained in this Agreement (other than those described in the foregoing clauses (i) and (ii)) shall be true and correct in all respects (without regard to any materiality or ADES Material Adverse Effect qualifier set forth therein) on and as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (date, which representations shall have been true and correct, subject to the qualifications as set forth correct in the preceding clause (a)all respects, as of such particular datedate (without regard to any materiality or ADES Material Adverse Effect qualifier set forth therein), except in the case of this clause (iii) (it being understood that, for purposes inaccuracies of determining the accuracy of such representations and warrantieswarranties the circumstances giving rise to which would not, any update of individually or modification to in the Company Disclosure Schedule made or purported aggregate, reasonably be expected to have been made after the date of this Agreement shall be disregarded)an ADES Material Adverse Effect.

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company Parent set forth in Sections 3.1 (Organization), 3.2(a) (Capitalization), 3.4 (Non-Contravention; Consents, excluding 3.4(a)(ii)), Section 2.8(b3.5(a) shall have been true (SEC Filings; Financial Statements), Section 3.11 (Absence of Undisclosed Liabilities) and correct in all respects as of Section 3.23 (Vote Required) (the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; “Parent Specified Representations”) (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representationsi) shall have been true and correct in all material respects as of the date of this Agreement Agreement, except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date) and (ii) shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on the Closing Date, except in each case with respect to the representations and warranties set forth in Section 3.5(a), where the failure to be true and correct has not had a material adverse effect on Parent’s eligibility to use Form S-3 as of such the date (except to of Closing. It being understood that, for purposes of determining the extent accuracy of such representations and warranties are specifically warranties: (x) any update of or modification to the Parent Disclosure Schedule made as or purported to have been made after the date of a particular date, in which case this Agreement shall be disregarded; and (y) all “Parent Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be true and correct in all material respects as of such date); and disregarded;. (ivb) the The representations and warranties of the Company Parent and Merger Sub contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Parent Specified Representations and Section 2.8(b)other than the Excluded Representations) (i) shall have been true and correct as of the date of this Agreement except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date) and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date Date, except (a) in each case, or in the aggregate, case where the failure to be so true and correct would has not reasonably be expected to have had a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it Effect. It being understood that, for purposes of determining the accuracy of such representations and warranties, : (x) any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded); and (y) all “Parent Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth Parent contained in Section 2.8(b3.3(a), Section 3.3(c) shall have been true (first sentence only), Section 3.3(c) and correct in all respects as of the date of this Agreement and Section 3.3(e) shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the Company Capitalization Representations shall have been true representations and correct warranties of Parent and the Acquisition Subs contained in all but de minimis respects as of the date of this Agreement Section 3.1(a), Section 3.3(c) (second sentence only), Section 3.4, Section 3.5(a)(i), Section 3.10 and Section 3.13 shall be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such dateparticular date or period of time); and (iv) provided, however, that, in the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date case of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (aii), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of Parent and the Acquisition Subs set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate, has not constituted or resulted in, a Parent Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; provided that the reference to Parent Material Adverse Effect in Section 3.7(a) shall be given effect.

Accuracy of Representations. The representations and warranties of the Company (i) The representation and warranty of the Company set forth in Section 2.8(b3.6(b) (Absence of Certain Changes and Events) shall have been be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, (ii) set forth in Section 3.3(a) (Capitalization) shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if though made on and as of such date the Closing Date (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be so true and correct in all but de minimis respects as of such dateparticular date or period of time); , except, in the case of this clause (ii), for any de minimis inaccuracies, (iii) the Company Fundamental Representations set forth in Section 3.2(a) (Authority; No Conflict), Section 3.3 (other than the Company Capitalization RepresentationsSection 3.3(a)) (Capitalization), Section 3.6 (other than Section 3.6(b) (Absence of Certain Changes and Events)), Section 3.18 (Brokers) and Section 3.20 (Rights Plan; Antitakeover Statutes) shall have been be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of Closing Date as though made on the Closing Date with the same force and effect as if made on and as of such date (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall be so true and correct in all material respects as of such date); particular date or period of time) and (iv) the set forth in this Agreement, other than those representations and warranties of the Company contained described in this Agreement clauses (other than the Company Fundamental Representationsi), the Company Capitalization Representations and Section 2.8(b)(ii) or (iii) above, shall have been be true and correct (disregarding all qualifications or limitations as to “materiality,” “material,” “in all material respects” and “Company Material Adverse Effect” set forth therein) as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except (a) to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in each casewhich case such representation and warranty shall be so true and correct as of such particular date or period of time), or except, in the aggregatecase of this clause (iv), where the failure of such representations and warranties to be so true and correct does not have, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. (i) The representation and warranty Each of the Company representations and warranties set forth in Section 2.8(bSections 2 and 3 and each of the representations and warranties set forth in each of the other Contracts delivered to Parent in connection with the Contemplated Transactions (a) shall have been true and correct accurate in all respects as of the date of this Agreement Agreement, and (b) shall be true and correct accurate in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations that any representation and warranties are warranty that is made exclusively as of, and that refers specifically made as of to, a particular date, in which case such representations and warranties shall be true and correct specified date need only have been accurate in all but de minimis respects as of such specified date); provided, however, that: (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (ai) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties for purposes of this Section 7.1 (and specifically for purposes of clauses “(a),” “(b)” and “(ii)” of this Section 7.1), (x) all “Material Adverse Effect” and other materiality qualifications (other than those set forth in Sections 2.4(c), 2.8, 2.9(c)(iii), 2.10(a)(vii), 2.10(a)(xviii), 2.10(c), 2.10(d) and 2.26) and all “Knowledge” qualifications contained in such representations and warranties shall be disregarded, and (y) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; and (ii) the condition set forth in this Section 7.1 shall be deemed to have been satisfied notwithstanding the existence of inaccuracies in such representations and warranties if the circumstances rendering such representations and warranties inaccurate (including any circumstances rendering such representations and warranties inaccurate as of the date of this Agreement and any circumstances rendering such representations and warranties inaccurate as of the Closing Date as if made on the Closing Date), considered collectively, have not had and would not reasonably be expected to have or result in a Negative Impact.

Accuracy of Representations. (i) The representation representations and warranty warranties of the Company set forth Parent contained in Section 2.8(b3.3(c) shall have been true and correct in all respects accurate, other than de minimis inaccuracies, at and as of the date of this Agreement and shall be true and correct in all respects on accurate, other than de minimis inaccuracies, at and as of the Closing Date with the same force and effect as if made on at and as of such datetime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the Company Capitalization Representations representations and warranties of Parent and each Acquisition Sub contained in the first sentence of Section 3.1(a), Section 3.3 (other than Section 3.3(c)), Section 3.4, Section 3.5, Section 3.6(a)(i), and Section 3.21 shall have been true and correct accurate in all but de minimis material respects at and as of the date of this Agreement and shall only be required to be true and correct accurate in all but de minimis material respects on at and as of the Closing Date with the same force and effect as if made on at and as of such date time (except to the extent that any such representations representation and warranties are specifically made warranty expressly speaks as of a particular datedate or period of time, in which case such representations representation and warranties warranty shall only be required to be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct accurate in all material respects as of such dateparticular date or period of time); and (iv) provided, however, that, in the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date case of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (aii), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; and (iii) the representations and warranties of or modification Parent and each Acquisition Sub set forth in this Agreement (other than those representations and warranties referred to in the Company Disclosure Schedule made or purported to foregoing clauses (i) and (ii)) shall have been made after true and accurate in all respects at and as of the date of this Agreement and shall only be required to be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate, has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Parent Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded), provided that the reference to Parent Material Adverse Effect in Section 3.8(a) shall be given effect.

Accuracy of Representations. (ia) The representation representations and warranty warranties of the Company set forth Cellect and Merger Sub in Section 2.8(b3.4(a), Section 3.4(b), Section 3.4(c), Section 3.4(e) shall have been true (Capitalization) and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; Section 3.28 (ii) the Company Capitalization Representations shall have been Foreign Private Issuer), are true and correct in all but de minimis respects as of the date of this Agreement and shall be are true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date, except to the extent such for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be were so true and correct in all but de minimis respects as of such particular date); (iiib) the Company Fundamental Representations representations and warranties of the Cellect set forth in clause “(other than b)” of the Company Capitalization Representationsfirst sentence of Section 3.6 (Absence of Changes) shall have been true and correct in all material respects as of the date of this the Agreement and shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if made on and as of such date time (except it being understood that any update of or modification to the extent such Cellect Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded); (c) the representations and warranties are specifically made of Cellect and Merger Sub set forth in Section 3.14(n) shall have been true and correct in all respects as of a particular date, in which case such representations the date of the Agreement and warranties shall be true and correct in all material respects at and as of the Closing Date as if made on and as of such date)time; and (ivd) the all other representations and warranties of the Company contained Cellect and Merger Sub in Article 3 of this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been are true and correct as of the date of this Agreement and shall be are true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (ai) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Cellect Material Adverse Effect (without giving effect to any references therein to any Company provided that all “Cellect Material Adverse Effect or Effect” qualifications and other materiality qualificationsqualifications limiting the scope of the representations and warranties of Cellect in Article 3 of this Agreement will be disregarded), or (bii) for those representations and warranties which address matters only as of a particular date (which representations shall have been were so true and correct, subject to the qualifications as set forth in the preceding clause (ai), as of such particular date) (). Notwithstanding the foregoing, it being understood that, for purposes is hereby clarified that upon the Effective Time Cellect shall have transferred Cellect Biotherapeutics as set forth in Section 4.6 and that all of determining the accuracy of such representations and warranties, any update warranties set forth in Article 3 are qualified as of or modification to the Company Disclosure Schedule made or purported to have been made after the date Effective Time by such transfer of this Agreement shall be disregarded)Cellect Biotherapeutics.

Accuracy of Representations. Each of the representations and warranties of the Company (i) The representation contained in Sections 2.3(a)-(c) (Capitalization) and warranty 2.6(a) (Absence of the Company set forth in Section 2.8(bChanges) of this Agreement shall have been true and correct be accurate in all respects (other than, in the case of Sections 2.3(a)-(c) (Capitalization), for any de minimis inaccuracies) as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect warranty made as if made on and of a specific earlier date, which shall have been so accurate as of such earlier date); (ii) the Company Capitalization Representations shall have been true contained in Sections 2.1(a) (Organization), 2.3(d)-(e) (Capitalization), 2.4 (Authority; Binding Nature of Agreement), 2.22 (Vote Required), 2.24 (Opinion) and correct in all but de minimis respects as of the date of this Agreement and 2.25 (Advisors’ Fees) shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and accurate (without giving effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iiiany “Material Adverse Effect” or other materiality qualifications therein) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been so accurate of such earlier date); (iii) contained in Section 2.14(b) (Compliance with Laws) (together with the Sections referred to in the immediately preceding clauses “(i)” and “(ii)”, the “Specified Representations”) shall be accurate (without giving effect to any materiality qualifications therein) as of the Closing Date as if made on and as of the Closing Date, except in the case of this clause “(a) in each caseiii)” where the failure of such representations and warranties to be so accurate, individually or in the aggregate, where the failure to be so true has not, and correct would not reasonably be expected to have be, material to the business of the Acquired Companies, taken as a Company Material Adverse Effect whole, or material to the business of Parent and its Subsidiaries, taken as a whole; and (iv) contained in Section 2 (other than the Specified Representations), shall be accurate (without giving effect to any references therein to any Company “Material Adverse Effect Effect” or other materiality qualificationsqualifications therein) as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been so accurate as of such earlier date), or except in the case of this clause “(b) for those iv)” where the failure of such representations and warranties which address matters only as of a particular date (which representations shall have been true and correctto be so accurate, subject to the qualifications as set forth individually or in the preceding clause (a)aggregate, as of such particular date) (it being understood thathas not had, for and would not reasonably be expected to have, a Material Adverse Effect. For purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded).

Accuracy of Representations. The (i) The representation representations and warranty of the Company warranties set forth in Section 2.8(b3.1, Section 3.2, Sxxxxxx 0.0, Xxxxxxx 0.0(x), (x), (x), (x) and (f), Section 3.12, Section 3.27, Section 3.28 and Section 3.29 shall have been be true and correct in all respects as of the date of this Agreement Agreement, and shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than (x) any such representation and effect as if warranty expressly made on and as of such a specific earlier date; (ii) the Company Capitalization Representations , which shall have been true and correct in all but de minimis respects as of such earlier date and (y) in the date case of this Agreement the representations and warranties contained in Section 3.6(b), which shall be true and correct in all but respects, other than such inaccuracies that in the aggregate would not result in more than a de minimis respects on and as increase in the aggregate consideration to be paid by Parent pursuant to ARTICLE II to the equity holders of the Closing Date Company, provided, that the parties hereto agree that any increase in issued and outstanding shares of Company Common Stock as a result of the exercise of Company Options (issued and outstanding pursuant to a Company Equity Plan) in accordance with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but Company Equity Plans is de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such dateminimis); and (ivii) the all other representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been be true and correct in all respects (in each case without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) as of the date of this Agreement and shall be true and correct on Agreement, and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representation and warranty expressly made as of a specific earlier date, which shall have been true and correct in all respects as of such earlier date), except (a) in each case, or in the aggregate, where the failure or failures of such representations and warranties to be so true and correct have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.

Accuracy of Representations. Each of the representations and warranties of the Company (i) The representation and warranty of the Company set forth in Section 2.8(b3.5(b) (Absence of Certain Changes and Events) shall have been be true and correct in all respects as of the date of this Agreement Agreement, and as of the Closing as though made on the Closing, (ii) set forth in Section 3.3(a) (Capitalization) shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement Agreement, and as of the Closing as though made on the Closing, except for any de minimis inaccuracies, (iii) set forth in Section 3.2(a) (Authority), Section 3.3 (Capitalization) (other than Section 3.3(a)) and Section 3.17 (Brokers) shall be true and correct in (disregarding all but de minimis respects on qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and as words of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iiisimilar import set forth therein) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement Agreement, and as of the Closing as though made on the Closing, in all material respects and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct in (disregarding all material respects on qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and as words of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ivsimilar import set forth therein) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on Agreement, and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date Closing, except (a) in each case, or in the aggregate, where the failure of such representations and warranties to be so true and correct would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those Effect; provided in each case that representations and warranties which address matters only made as of a particular specific date (which representations shall have been be required to be so true and correct, correct (subject to the qualifications as set forth in the preceding clause (a), this section) as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)only.

Accuracy of Representations. Each of the representations and warranties of the Company and Company Holdco (i) The representation and warranty of the Company set forth in Section 2.8(b3.5(b) (Absence of Certain Changes and Events) shall have been be true and correct in all respects as of the date of this Agreement Agreement, and as of the Closing as though made on the Closing, (ii) set forth in Section 3.3(a) and (d) (Capitalization) shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement Agreement, and as of the Closing as though made on the Closing, except for any de minimis inaccuracies, (iii) set forth in Section 3.1(b) (Organization and Good Standing), Section 3.2(a) (Authority), Section 3.3(b), (c), (e) and (f) (Capitalization), Section 3.17 (Brokers) and Section 3.19 (Anti-Takeover Statutes) shall be true and correct in (disregarding all but de minimis respects on qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and as words of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iiisimilar import set forth therein) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement Agreement, and as of the Closing as though made on the Closing, in all material respects and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct in (disregarding all material respects on qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and as words of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ivsimilar import set forth therein) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on Agreement, and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date Closing, except (a) in each case, or in the aggregate, where the failure of such representations and warranties to be so true and correct would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those Effect; provided in each case that representations and warranties which address matters only made as of a particular specific date (which representations shall have been be required to be so true and correct, correct (subject to the qualifications as set forth in the preceding clause (a), this section) as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)only.

Accuracy of Representations. (ia) The representation and warranty Each of the Company set forth representations and warranties of Chardonnay contained in Section 2.8(b) this Agreement, other than the Chardonnay Specified Representations, shall have been true and correct be accurate in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all but de minimis respects as of such date); (iii) the Company Fundamental Representations (other than the Company Capitalization Representations) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except (a) where any inaccuracy in each casesuch representations and warranties, individually or in the aggregate, where the failure to be so true has not had, and correct would not reasonably be expected to have have, a Company Chardonnay Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update all materiality qualifications limiting the scope of or modification to such representations and warranties shall be disregarded; (b) each of the Company Disclosure Schedule made or purported to representations and warranties contained in Section 3.2(a) (Capitalization), Section 3.4(c) (Non-Contravention; Consents) and Section 3.7(a) (Absence of Changes) shall have been made after accurate in all respects (except for any de minimis inaccuracy) as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than such representations and warranties made as of a specific earlier date, which shall be disregardedhave been accurate in all respects (except for any de minimis inaccuracy) as of such earlier date); and (c) each of the representations and warranties contained in the first sentence of Section 3.1 (Organization), Section 3.2(c)-(e) (Capitalization), Section 3.3 (Authority), Section 3.23 (Inapplicability of Anti-takeover Statutes) and Section 3.25 (No Financial Advisor) (collectively with the representations referenced in Section 8.1(b), the “Chardonnay Specified Representations”) shall have been accurate in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than such representations and warranties made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date).