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 Seller contained herein shall be accurate in all material respects when made 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. Seller shall have performed, in all material respects, all obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Seller shall have delivered an officer's certificate confirming the matters in each of the foregoing 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 incorrect or agreements or covenants to be unfulfilled; and (i) if Purchaser and Parent nevertheless decide to consummate the transactions contemplated hereby, the breach or failure shall be deemed cured and may not be relied upon by Purchaser or Parent to avoid any of its obligations hereunder, impose any liabilities or obligations upon Seller or otherwise recover from Seller with respect thereto, or (ii) if Purchaser and Parent decide not to consummate the transactions contemplated hereby, this Agreement and the proposed transactions contemplated hereunder shall terminate (except as provided in Section 13.2(a)), each party hereto shall thereafter have no obligation or liability hereunder, Seller shall return the Signing Payment to Parent and the Test Marketing Agreement shall terminate. Purchaser'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 this Agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller 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 when as if made on and as of the Closing Date, except as in each case for inaccuracies which are attributable 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 after the date hereof. Except in the aggregate could not 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 result in have a Material Adverse EffectEffect on the Company. Seller CEX shall have performed, performed all of its obligations and complied in all material respects, all obligations and complied respects with each and all of the covenants, covenants and agreements and conditions required to be performed or complied with on or prior to the Closing except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse EffectDate. Seller CEX shall have delivered an officerOfficer's certificate Certificate confirming the matters in each of the foregoing sentencessentences ("CEX's Bring Down Certificate"); 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 incorrect breached or agreements inaccurate, in which case Buyer shall be entitled to elect not to consummate the transactions contemplated hereby as a result of any breach of any representation or covenants warranty set forth therein if, and only if, Buyer is entitled to be unfulfilled; and (i) if Purchaser and Parent nevertheless decide so elect pursuant to the first three sentences of this Section 5.1.1. If Buyer, nevertheless, decides to consummate the transactions contemplated hereby, the breach or failure inaccuracy of the representations and warranties described in CEX's Bring Down Certificate shall be deemed cured and may not be relied upon by Purchaser or Parent Buyer to avoid any of its obligations hereunder, impose any liabilities or obligations upon Seller CEX or any Continuing Affiliate or otherwise recover from Seller CEX or any Continuing Affiliate with respect thereto, or (ii) if Purchaser thereto and Parent decide 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 CEX's Bring Down Certificate. 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 three sentences of this Section 5.1.1, this Agreement and the proposed transactions contemplated hereunder shall terminate (except as provided in Section 13.2(a))terminate, and each party hereto shall thereafter have no obligation or liability hereunder, Seller shall return the Signing Payment hereunder (other than pursuant to Parent Sections 8.2 and the Test Marketing Agreement shall terminate8.3). Purchaser's and ParentBuyer'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 under, and to terminate, this Agreement.

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Seller Cyprus Amax and Specialty contained herein shall be accurate in all material respects when made 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 hereina covenant) or otherwise contemplated by this Agreement Agreement, and also except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Seller In no event shall a Material Adverse Effect be deemed to result from pricing fluctuations in lithium carbonate. Cyprus Amax shall have performed, in performed all material respects, all of its obligations and complied with each and all of the covenants, covenants and agreements and conditions required to be performed or complied with on or prior to the Closing Date, except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Seller Cyprus Amax shall have delivered an officerOfficer's certificate Certificate confirming the matters in each of the foregoing sentencessentences ("Cyprus Amax's Bring Down Certificate"); provided, -------- however, that such certificate may disclose any facts or circumstances arising ------- after the date hereof or coming to the attention of Seller after Cyprus Amax as having caused the date hereof which would cause any representations and warranties condition specified in this Section 6.1.1 not to be incorrect or agreements or covenants to be unfulfilledsatisfied; and (i) if Purchaser and Parent nevertheless decide Buyer, nevertheless, decides to consummate the transactions contemplated herebyClose, the breach or failure shall be deemed cured and may not be relied upon by Purchaser Buyer or Parent the Company to avoid any of its their obligations hereunder, impose any liabilities or obligations upon Seller Cyprus Amax or Specialty or otherwise recover from Seller Cyprus Amax or Specialty with respect thereto, or (ii) if Purchaser and Parent decide Buyer decides not to consummate the transactions contemplated herebyClose, this Agreement and the proposed transactions contemplated hereunder shall terminate (except as provided in Section 13.2(a))terminate, and each party hereto shall thereafter have no obligation or liability hereunder, Seller shall return the Signing Payment to Parent and the Test Marketing Agreement shall terminate. Purchaser's and ParentBuyer'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 this Agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller Buyer contained herein shall be accurate in all material respects when as if 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. Seller Buyer 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 and agreements and conditions required to be performed or complied with on or prior to the Closing except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse EffectClosing. Seller Buyer shall have delivered an officerOfficer's certificate Certificate confirming the matters in each of the foregoing sentencessentences (the "Buyer's Bring Down Certificate"); 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 incorrect breached or agreements 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 covenants warranty set forth therein if, and only if, CEX is entitled to be unfulfilled; and (i) if Purchaser and Parent nevertheless decide 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 failure inaccuracy of the representations and warranties described in Buyer's Bring Down Certificate shall be deemed cured and may not be relied upon by Purchaser or Parent CEX to avoid any of its obligations hereunder, impose any liabilities or obligations upon Seller Buyer or the Company or otherwise recover from Seller Buyer or the Company with respect thereto, or (ii) if Purchaser thereto and Parent decide 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 (except as provided in Section 13.2(a))terminate, and each party hereto shall thereafter have no obligation or liability hereunder, Seller shall return the Signing Payment hereunder (other than pursuant to Parent Sections 8.2 and the Test Marketing Agreement shall terminate8.3). Purchaser's and ParentCEX'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 under, and to terminate, this Agreement.

Accuracy of Warranties and Performance of Covenants. The representations and warranties of Seller Purchaser and Parent contained herein shall be accurate in all material respects when made 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. Seller Purchaser and Parent shall have performed, in all material respects, performed all obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse EffectClosing. Seller Purchaser or Parent shall have delivered an officer's certificate confirming the matters in each of the foregoing sentences; provided, however, that such certificate may disclose any facts or circumstances arising or coming to the attention of Seller Purchaser or Parent after the date hereof which would cause any representations and warranties to be incorrect or agreements or covenants to be unfulfilled; and (i) if Purchaser and Parent Seller nevertheless decide decides to consummate the transactions contemplated hereby, the breach or failure shall be deemed cured and may not be relied upon by Purchaser or Parent Seller to avoid any of its obligations hereunder, impose any liabilities or obligations upon Seller Purchaser or Parent or otherwise recover from Seller Purchaser or Parent with respect theretothereto except with respect to the Signing Payment, or (ii) if Purchaser and Parent decide Seller decides not to consummate the transactions contemplated hereby, this Agreement and the proposed transactions contemplated hereunder shall terminate (except as provided in Section 13.2(a)), each party hereto shall thereafter have no obligation or liability hereunder, Seller shall return other than with respect to the Signing Payment to Parent (which Seller shall keep) and the surviving provisions in Section 13.2(a), and the Test Marketing Agreement shall terminate. Purchaser's Except with respect to the Signing Payment and Parentsuch 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 this Agreement.

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Seller contained herein shall be accurate in all material respects when made and as of the Closing Date, 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 pursuant to Section 6.1 of any covenant contained herein) this Agreement or otherwise as contemplated by this Agreement and and, except for such instances which which, in the aggregate could aggregate, do not reasonably be expected to result in a Material Adverse Effect. Seller shall have performed, in all material respects, all obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing Closing, except for such instances which which, in the aggregate could aggregate, do not reasonably be expected to result in a Material Adverse Effect. Seller shall have delivered an officer's certificate confirming the matters in each of the foregoing 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 incorrect or agreements or covenants to be unfulfilled; unfulfilled and (i) if Purchaser and Parent nevertheless decide decides to consummate the transactions contemplated hereby, the breach or failure so disclosed by Seller shall be deemed cured and waived by Purchaser and may not be relied upon by Purchaser or Parent to avoid any of its obligations hereunder, impose any liabilities or obligations upon Seller or otherwise recover from Seller with respect thereto, thereto or (ii) if Purchaser and Parent decide decides not to consummate the transactions contemplated hereby, this Agreement and the proposed transactions contemplated hereunder shall terminate (except as provided in Section 13.2(a))terminate, and each party hereto shall thereafter have no obligation or liability hereunderhereunder and, Seller if applicable, the Deposit (together with all interest thereon) shall return the Signing Payment be paid to Parent and the Test Marketing Agreement shall terminatePurchaser as provided in Section 2.6. Purchaser'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 receive, if applicable, the Deposit (together with all interest thereon), and refuse to complete the Closing under this Agreement.