Representations and Warranties of TAVA True at Effective Time. The representations and warranties of TAVA herein contained shall be, in all respects, true as of and at the Effective Time with the same effect as though made at such date, except as affected by transactions permitted or contemplated by this Agreement and except for those representations and warranties that address matters only as of a particular date (which shall remain true and correct as of such particular date), provided that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and are not reasonably expected to result in, a Material Adverse Effect on TAVA (it being understood that any materiality qualifications contained in such representations and warranties shall be disregarded for this purpose); TAVA shall have performed and complied, in all material respects, with all covenants required by this Agreement to be performed or complied with by TAVA before the Effective Time; and TAVA shall have delivered to Real Holdings a certificate, dated the Effective Time and signed by its chairman of the board or chief executive officer and by its chief financial or accounting officer to both such effects.
