Common use of Preserve Accuracy of Representations and Warranties; Notification of Certain Matters Clause in Contracts

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI shall refrain from taking any action which would render any representation or warranty made by it in Article IV inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSol, or any interest thereon) and expertise as IgDraSol, with due regard to the nature of efforts and cost required for the undertaking at stake.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, Agreement or as otherwise consistent with the Development Operating Plan, IgDraSol the Company shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI Optionee shall refrain from taking any action which would render any representation or warranty made by it in Article IV inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSolthe Company or the Rights Proceeds, or any interest thereon) and expertise as IgDraSolthe Company, with due regard to the nature of efforts and cost required for the undertaking at stake.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol The Company shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any MAE Representations or Updated Representations) inaccurate in any material respect as of the Option Exercise Date, (B) any of the MAE Representations inaccurate in any respect that would reasonably be expected to have a Material Adverse Effect or (BC) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any MAE Representations or Updated Representations) to be true and correct in any all material respect respects as of the Option Exercise Date, (B) each of the MAE Representations to be true and correct in all respects, except for such breaches of such MAE Representations as would not reasonably be expected to have Material Adverse Effect, and (BC) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI Optionee shall refrain from taking any action which would render any representation or warranty made by it in Article IV inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSolthe Company or the Rights Proceeds, or any interest thereon) and expertise as IgDraSolthe Company, with due regard to the nature of efforts and cost required for the undertaking at stake.