Representations and Warranties of Devise and Ward xx be True. Except to the extent waived hereunder, (i) the representations and warranties of Devise and Ward xxxein 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 Change; 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 Change; and (ii) Devise 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. Devise shall also have delivered to Intelispan a certificate of Devise, dated the Effective Date of the Merger and signed by Ward (xxd its President if other than Ward) xx both of the aforementioned effects. Notwithstanding the foregoing, Intelispan shall not rely on this Section 5.01(b) to excuse its performance hereunder unless: (i) Intelispan shall have given Devise written notice of any breach of covenants and Devise 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 Change with respect to Devise.
