Representations and Warranties of COP and Company. (i) The Organizational Representations and Warranties of COP and of the Company shall be true and correct both when made and on and as of such First Closing Date with the same effect as though such representations and warranties had been made on and as of such First Closing Date (except for representations and warranties expressly made as of an earlier date, in which case as of such date), except for such failures to be true and correct (without giving effect to any Materiality Requirement) which, individually or in the aggregate, do not have a Material Adverse Effect on Company, the Empress System Business, the Canadian Assets Business, Canadian Holding Company or the Canadian Assets Subsidiaries.
