Representations and Warranties of Intelispan and Acquisition to be True. Except to the extent waived hereunder, (i) the representations and warranties of Intelispan and Acquisition 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 Change; provided, however, 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) Intelispan and Acquisition shall have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Date of the Merger. Intelispan and Acquisition shall each have delivered to Devise certificates, dated the Effective Date of the Merger and signed by their respective Presidents as to both of the aforementioned effects. Notwithstanding the foregoing, Devise shall not rely on this Section 5.02(b) to excuse its performance hereunder unless: (i) Devise shall have given Intelispan written notice of any breach of covenants and Intelispan 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 Intelispan.
