Representations and Warranties of Airways to be True. Except to the extent waived hereunder, (i) the representations and warranties of Airways herein contained shall be true on the Closing Date with the same effect as though made at such time as if none of such representations and warranties contained any qualifications as to materiality or the absence of a Material Adverse Effect; provided, however, that notwithstanding the foregoing, this condition shall be deemed to be satisfied if all breaches of such representations and warranties, do not cumulatively constitute a Material Adverse Effect; and (ii) Airways shall have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Date of the Merger. Airways shall also have delivered to VJET a certificate of Airways, dated the Effective Date of the Merger and signed by its Chairman of the Board or President to both of the aforementioned effects. Notwithstanding the foregoing, VJET shall not rely on this Section 5.01(b) to excuse its performance hereunder unless: (i) VJET shall have given Airways written notice of any breach of covenants and Airways fails to cure such breach within a reasonable time (but not more than ten days) after receipt of such notice, and (ii) the breach of representations, warranties or covenants will constitute a Material Adverse Effect with respect to Airways.
