Common use of Accuracy of Warranties and Performance of Covenants Clause in Contracts

Accuracy of Warranties and Performance of Covenants. The representations and warranties of Buyer contained herein shall be accurate in all material respects as if made on and as of the Closing Date. Buyer shall have performed in all material respects all of its obligations and complied in all material respects with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing. Buyer shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences (the "Buyer's Bring Down Certificate"); provided, however, that such certificate may disclose any facts or circumstances which would cause any representations and warranties to be breached or inaccurate, in which case CEX shall be entitled to elect not to consummate the transactions contemplated hereby as a result of any breach of any representation or warranty set forth therein if, and only if, CEX is entitled to so elect pursuant to the first two sentences of this Section 5. 2.1. If CEX, nevertheless, decides to consummate the transactions contemplated hereby, the breach or inaccuracy of the representations and warranties described in Buyer's Bring Down Certificate shall be deemed cured and may not be relied upon by CEX to avoid any of its obligations hereunder, impose any liabilities or obligations upon Buyer or the Company or otherwise recover from Buyer or the Company with respect thereto and Buyer's Schedules to this Agreement shall be automatically deemed amended as of the date hereof and as of the Closing Date to include any matters set forth on Buyer's Bring Down Certificate. If CEX decides not to consummate the transactions contemplated hereby, as a result of any breach of any representation or warranty pursuant to the first two sentences of this Section 5.2.1, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunder (other than pursuant to Sections 8.2 and 8.3). CEX's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to refuse to complete the Closing under, and to terminate, this Agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of Buyer CEX contained herein shall be accurate (i) in the case of those representations and warranties of CEX which are qualified by materiality thresholds, in all respects as if made on and as of the Closing Date, and (ii) in the case of those representations and warranties of CEX which are not qualified by materiality thresholds, in all material respects as if made on and as of the Closing Date, except in each case for inaccuracies which are attributable to matters arising in the ordinary course of business after the date hereof. Buyer Except in the case of the Transaction Representations made by CEX, the preceding condition shall be deemed to be satisfied unless any Losses reasonably anticipated to be caused by any inaccuracies, as determined pursuant to the preceding sentence, of the representations and warranties of CEX, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. CEX shall have performed in all material respects all of its obligations and complied in all material respects with each and all of the covenants and agreements required to be performed or complied with on or prior to the ClosingClosing Date. Buyer CEX shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences (the "BuyerCEX's Bring Down Certificate"); provided, however, that such certificate may disclose any facts or circumstances which would cause any representations and warranties to be breached or inaccurate, in which case CEX Buyer shall be entitled to elect not to consummate the transactions contemplated hereby as a result of any breach of any representation or warranty set forth therein if, and only if, CEX Buyer is entitled to so elect pursuant to the first two three sentences of this Section 5. 2.11.1. If CEXBuyer, nevertheless, decides to consummate the transactions contemplated hereby, the breach or inaccuracy of the representations and warranties described in BuyerCEX's Bring Down Certificate shall be deemed cured and may not be relied upon by CEX Buyer to avoid any of its obligations hereunder, impose any liabilities or obligations upon Buyer CEX or the Company any Continuing Affiliate or otherwise recover from Buyer CEX or the Company any Continuing Affiliate with respect thereto and Buyer's Schedules to this Agreement the Company Disclosure Schedule shall be automatically deemed amended as of the date hereof and as of the Closing Date to include any matters set forth on BuyerCEX's Bring Down Certificate. If CEX Buyer decides not to consummate the transactions contemplated hereby, as a result of any breach of any representation or warranty pursuant to the first two three sentences of this Section 5.2.15.1.1, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunder (other than pursuant to Sections 8.2 and 8.3). CEX's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to refuse to complete the Closing under, and to terminate, this Agreement8.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of Buyer Seller contained herein shall be accurate in all material respects as if when made on and as of the Closing Date, except as to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation of any covenant contained herein) or otherwise contemplated by this Agreement and except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Buyer Seller shall have performed performed, in all material respects respects, all of its obligations and complied in all material respects with each and all of the covenants covenants, agreements and agreements conditions required to be performed or complied with on or prior to the ClosingClosing except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Buyer Seller shall have delivered an Officerofficer's Certificate certificate confirming the matters in each of the foregoing sentences (the "Buyer's Bring Down Certificate")sentences; provided, however, that such certificate may disclose any facts or circumstances arising or coming to the attention of Seller after the date hereof which would cause any representations and warranties to be breached incorrect or inaccurate, in which case CEX shall agreements or covenants to be entitled to elect not to consummate the transactions contemplated hereby as a result of any breach of any representation or warranty set forth therein if, unfulfilled; and only if, CEX is entitled to so elect pursuant to the first two sentences of this Section 5. 2.1. If CEX, nevertheless, decides (i) if Purchaser and Parent nevertheless decide to consummate the transactions contemplated hereby, the breach or inaccuracy of the representations and warranties described in Buyer's Bring Down Certificate failure shall be deemed cured and may not be relied upon by CEX Purchaser or Parent to avoid any of its obligations hereunder, impose any liabilities or obligations upon Buyer or the Company Seller or otherwise recover from Buyer or the Company Seller with respect thereto thereto, or (ii) if Purchaser and Buyer's Schedules to this Agreement shall be automatically deemed amended as of the date hereof and as of the Closing Date to include any matters set forth on Buyer's Bring Down Certificate. If CEX decides Parent decide not to consummate the transactions contemplated hereby, as a result of any breach of any representation or warranty pursuant to the first two sentences of this Section 5.2.1, this Agreement and the proposed transactions contemplated hereunder shall terminateterminate (except as provided in Section 13.2(a)), and each party hereto shall thereafter have no obligation or liability hereunder (other than pursuant hereunder, Seller shall return the Signing Payment to Sections 8.2 Parent and 8.3)the Test Marketing Agreement shall terminate. CEXPurchaser's and Parent's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, identified on or prior to Closing, shall be to refuse to complete the Closing under, and to terminate, under this Agreement.

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Buyer Seller contained herein shall be accurate in all material respects as if when made on and as of the Closing DateDate except as to matters arising from the date of this Agreement through Closing in the ordinary course of business pursuant to Section 6.1 of this Agreement or as contemplated by this Agreement and, except for such instances which, in the aggregate, do not result in a Material Adverse Effect. Buyer Seller shall have performed performed, in all material respects respects, all of its obligations and complied in all material respects with each and all of the covenants covenants, agreements and agreements conditions required to be performed or complied with on or prior to the Closing, except for such instances which, in the aggregate, do not result in a Material Adverse Effect. Buyer Seller shall have delivered an Officerofficer's Certificate certificate confirming the matters in each of the foregoing sentences (the "Buyer's Bring Down Certificate")sentences; provided, however, that at least five (5) business days before Closing such certificate may disclose any facts or circumstances arising or coming to the attention of Seller after the date hereof which would cause any representations and warranties to be breached incorrect or inaccurate, in which case CEX shall agreements or covenants to be entitled to elect not to consummate the transactions contemplated hereby as a result of any breach of any representation or warranty set forth therein if, unfulfilled and only if, CEX is entitled to so elect pursuant to the first two sentences of this Section 5. 2.1. If CEX, nevertheless, (i) if Purchaser nevertheless decides to consummate the transactions contemplated hereby, the breach or inaccuracy of the representations and warranties described in Buyer's Bring Down Certificate failure so disclosed by Seller shall be deemed cured and waived by Purchaser and may not be relied upon by CEX Purchaser to avoid any of its obligations hereunder, impose any liabilities or obligations upon Buyer or the Company Seller or otherwise recover from Buyer or the Company Seller with respect thereto and Buyer's Schedules to this Agreement shall be automatically deemed amended as of the date hereof and as of the Closing Date to include any matters set forth on Buyer's Bring Down Certificate. If CEX or (ii) if Purchaser decides not to consummate the transactions contemplated hereby, as a result of any breach of any representation or warranty pursuant to the first two sentences of this Section 5.2.1, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunder and, if applicable, the Deposit (other than pursuant together with all interest thereon) shall be paid to Sections 8.2 and 8.3)Purchaser as provided in Section 2.6. CEXPurchaser's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to receive, if applicable, the Deposit (together with all interest thereon), and refuse to complete the Closing under, and to terminate, under this Agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of Buyer Purchaser and Parent contained herein shall be accurate in all material respects as if when made on and as of the Closing Date, except as to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation of any covenant contained herein) or otherwise contemplated by this Agreement and except for such instances which in the aggregate could not reasonably be expected to result in a Parent Material Adverse Effect. Buyer Purchaser and Parent shall have performed in all material respects all of its obligations and complied in all material respects with each and all of the covenants covenants, agreements and agreements conditions required to be performed or complied with on or prior to the Closing. Buyer Purchaser or Parent shall have delivered an Officerofficer's Certificate certificate confirming the matters in each of the foregoing sentences (the "Buyer's Bring Down Certificate")sentences; provided, however, that such certificate may disclose any facts or circumstances arising or coming to the attention of Purchaser or Parent after the date hereof which would cause any representations and warranties to be breached incorrect or inaccurate, in which case CEX shall agreements or covenants to be entitled to elect not to consummate the transactions contemplated hereby as a result of any breach of any representation or warranty set forth therein if, unfulfilled; and only if, CEX is entitled to so elect pursuant to the first two sentences of this Section 5. 2.1. If CEX, nevertheless, (i) if Seller nevertheless decides to consummate the transactions contemplated hereby, the breach or inaccuracy of the representations and warranties described in Buyer's Bring Down Certificate failure shall be deemed cured and may not be relied upon by CEX Seller to avoid any of its obligations hereunder, impose any liabilities or obligations upon Buyer Purchaser or the Company Parent or otherwise recover from Buyer Purchaser or the Company Parent with respect thereto and Buyer's Schedules except with respect to this Agreement shall be automatically deemed amended as of the date hereof and as of the Closing Date to include any matters set forth on Buyer's Bring Down Certificate. If CEX Signing Payment, or (ii) if Seller decides not to consummate the transactions contemplated hereby, as a result of any breach of any representation or warranty pursuant to the first two sentences of this Section 5.2.1, this Agreement and the proposed transactions contemplated hereunder shall terminateterminate (except as provided in Section 13.2(a)), and each party hereto shall thereafter have no obligation or liability hereunder (hereunder, other than pursuant with respect to Sections 8.2 the Signing Payment (which Seller shall keep) and 8.3the surviving provisions in Section 13.2(a), and the Test Marketing Agreement shall terminate. CEXExcept with respect to the Signing Payment and such surviving provisions, Seller's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, identified on or prior to Closing, shall be to refuse to complete the Closing under, and to terminate, under this Agreement.

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Buyer Cyprus Amax and Specialty contained herein shall be accurate in all material respects as if when made on and as of the Closing Date, except as to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation of a covenant) or otherwise contemplated by this Agreement, and also except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Buyer In no event shall a Material Adverse Effect be deemed to result from pricing fluctuations in lithium carbonate. Cyprus Amax shall have performed in all material respects all of its obligations and complied in all material respects with each and all of the covenants and agreements required to be performed or complied with on or prior to the ClosingClosing Date, except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Buyer Cyprus Amax shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences (the "BuyerCyprus Amax's Bring Down Certificate"); provided, -------- however, that such certificate may disclose any facts or circumstances which would cause any representations and warranties arising ------- after the date hereof or coming to the attention of Cyprus Amax as having caused the condition specified in this Section 6.1.1 not to be breached or inaccurate, in which case CEX shall be entitled to elect not to consummate the transactions contemplated hereby as a result of any breach of any representation or warranty set forth therein if, satisfied; and only if, CEX is entitled to so elect pursuant to the first two sentences of this Section 5. 2.1. If CEX(i) if Buyer, nevertheless, decides to consummate the transactions contemplated herebyClose, the breach or inaccuracy of the representations and warranties described in Buyer's Bring Down Certificate failure shall be deemed cured and may not be relied upon by CEX Buyer or the Company to avoid any of its their obligations hereunder, impose any liabilities or obligations upon Buyer Cyprus Amax or the Company Specialty or otherwise recover from Buyer Cyprus Amax or the Company Specialty with respect thereto and Buyer's Schedules to this Agreement shall be automatically deemed amended as of the date hereof and as of the Closing Date to include any matters set forth on Buyer's Bring Down Certificate. If CEX thereto, or (ii) if Buyer decides not to consummate the transactions contemplated hereby, as a result of any breach of any representation or warranty pursuant to the first two sentences of this Section 5.2.1Close, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunder (other than pursuant to Sections 8.2 and 8.3)hereunder. CEXBuyer's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to refuse to complete the Closing under, and to terminate, under this Agreement.