Representations and Warranties of Seller, Holdco and the Company. (i) The representations and warranties set forth in the first sentence of Section 2.1, in Sections 2.2(a) and 2.2(b) and in the first four sentences of Section 3.4 shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and at and as of the Closing as though made at and as of the Closing, (ii) the Fundamental Representations (other than those set forth in the first sentence of Section 2.1, in Sections 2.2(a) and 2.2(b) and in the first four sentences of Section 3.4) shall be true and correct (without giving effect to any qualifications or exceptions contained therein regarding materiality, Material Adverse Effect or similar qualifications) in all material respects as of the date of this Agreement and at and as of the Closing as though made at and as of the Closing (except to the extent that any representation and warranty is made as of a specified time other than the Closing, in which case such representation and warranty shall be true and correct as of such specified time) and (iii) the other representations and warranties contained in Article II and Article III of this Agreement (other than the Fundamental Representations) shall be true and correct (without giving effect to any qualifications or exceptions contained therein regarding materiality, Material Adverse Effect or similar qualifications) in all respects as of the date of this Agreement and at and as of the Closing as though made at and as of the Closing (except to the extent that any representation and warranty is made as of a specified time other than the Closing, in which case such representation and warranty shall be true and correct as of such specified time), except, in the case of this clause (iii), where the failure of any such representation or warranty to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect (provided that the “Material Adverse Effect” qualifier in Section 2.18(a), any reference to materiality in the definition of “Material Contract” shall not be disregarded).
