CERTAIN ACTIONS OF PARENT AND SUB. Parent and Sub will not take any action, or omit to take any reasonable action, which in all likelihood would (i) have a Material Adverse Effect on the ability of Parent or Sub to consummate the transactions contemplated hereby, or (ii) cause any of the representations and warranties contained in Article IV which are qualified as to materiality to fail to be true and correct in any respect or any such representation or warranty which is not so qualified to fail to be true and correct in all material respects, as if such representations and warranties were made at and as of the Closing, except to the extent any such representation or warranty was expressly made only as of a different date. 42
