REPRESENTATIONS AND WARRANTIES OF FSFC AND FFA. Each of FSFC and FFA hereby represent and warrant to CFC and CFB the following matters on and as of the date of this Reorganization Agreement and at the Effective Time; provided, however, that before any breach of or inaccuracy in any of the representations or warranties given in this Section III shall be actionable or shall constitute grounds for termination of or failure to perform under the terms of this Reorganization Agreement by CFC or CFB, such breach or inaccuracy must have a Material Adverse Effect. 3.1.
