Common use of Accuracy of Representations Clause in Contracts

Accuracy of Representations. (i) Each of the representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (i) Each of the representations and warranties of the Company contained set forth in this Agreement, other than the representations and warranties contained of the Company set forth in Section 3.01 3.1 (Organization; Good Standing, Standing and Corporate Power), the first three sentences of Section 3.02 3.2(a) (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 3.3 (SubsidiariesAuthority; Noncontravention), Section 3.25 3.16 (BrokersAnti-Takeover Provisions) and Section 3.22 (Brokers and Other Advisors), disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure to be true and correct would not result in a Company Material Adverse Effect. (ii) Each of the representations and warranties of the Company set forth in Section 3.1 (Organization, Standing and Corporate Power), Section 3.26 3.3 (Opinion of Financial AdvisorAuthority; Noncontravention), Section 3.16 (Anti-Takeover Provisions) and Section 3.27 3.22 (State Anti-Takeover Statutes; No Rights PlanBrokers and Other Advisors), shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date). (iii) The representations and warranties of the Company set forth in the first three sentences of Section 3.2(a) (Capitalization) shall have been accurate be true and correct in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date with the same effect as if though made on and as of the Charter Effective Time Closing Date (other than any except to the extent that such representations and warranties expressly speak as of an earlier date, in which case such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects be true and correct as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, that are in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained aggregate de minimis in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, nature will be disregarded.

Accuracy of Representations. (i) Each of the representations and warranties of the Company contained in Section 2.19 and Section 2.25 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; (ii) Section 2.5(a) shall have been accurate in all respects as of the date of this Agreement, other than ; (iii) Each of the representations and warranties of the Company contained in Section 3.01 (Organization; Good Standing2.3(a), Section 3.02 (Corporate Power; Enforceability2.3(b), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor2.3(c) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan2.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that are de minimis in nature will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effectdisregarded; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded.and (iiiv) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time Company (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company CapitalizationDesignated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than except for any such representation representations and warranty warranties made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date); provided, except that however, that: (A) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any inaccuracies in such representations and warranties that, in shall be disregarded if the aggregate, circumstances giving rise to all such inaccuracies (considered collectively) do not cause the aggregate Merger Consideration constitute, and the aggregate Pre-Closing Dividend amount would not reasonably be expected to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregardedhave a Company Material Adverse Effect.

Accuracy of Representations. (i) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations and warranties DISH contained in Section 3.01 3.7 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion Absence of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights PlanCertain Changes) shall have been true and accurate in all respects at and as of the date of this Agreement and as of the Closing Date as if made at and as of such time; (ii) the representations and warranties of DISH contained in Section 3.5(a) and (c) (Capitalization) shall have been true and accurate, other than de minimis inaccuracies, at and as of the date of this Agreement and the Closing Date as if made at and as of such time (except to the extent that any such individual representation and warranty expressly speaks as of a particular date or period of time, in which case such individual representation and warranty shall be so true and accurate as of such particular date or period of time); (iii) the representations and warranties of DISH contained in Section 3.1 (Due Organization and Good Standing) (first sentence only), Section 3.3 (Authority; Binding Nature of Agreement), Section 3.4(a)(i) (Non-Contravention; Consents), Section 3.5(b) and (d) (Capitalization), Section 3.13 (Opinion of Financial Advisor), Section 3.14 (Brokers) and Section 3.16 (Vote Required) shall have been true and accurate in all material respects at and as of the Charter Effective Time date of this Agreement and the Closing Date as if made at and as of such time (except to the Charter Effective Time (other than extent that any such individual representation and warranty made expressly speaks as of a specific earlier dateparticular date or period of time, in which case such individual representation and warranty shall have been be so true and accurate in all respects as of such earlier dateparticular date or period of time); provided, except that any inaccuracies however, that, for purposes of determining the accuracy of such representations and warranties, all materiality, “DISH Material Adverse Effect” and similar qualifications set forth in such representations and warranties will shall be disregarded disregarded; and (iv) the representations and warranties of DISH set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) through (iii)) shall have been true and accurate in all respects at and as of the date of this Agreement and the Closing Date as if made at and as of such time (except to the circumstances giving rise to all extent that any such inaccuraciesindividual representation and warranty expressly speaks as of a particular date or period of time, in which case such individual representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, do not constitute, and would not reasonably be expected to have, have a Company DISH Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications and other similar qualifications (including any Company “DISH Material Adverse Effect qualification) limiting the scope of such representations and warranties Effect” qualifications set forth therein shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (i) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations and warranties Parent contained in Section 3.01 3.7 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion Absence of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights PlanCertain Changes) shall have been true and accurate in all respects at and as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made at and as of such time; (ii) the representations and warranties of Parent contained in Section 3.5(a) and (c) (Capitalization) shall have been true and accurate, other than de minimis inaccuracies, at and as of the Charter Effective Time date of this Agreement and the Closing Date as if made at and as of such time (other than except to the extent that any such representation and warranty made expressly speaks as of a specific earlier dateparticular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time); (iii) the representations and warranties of Parent contained in Section 3.1 (Due Organization and Good Standing) (first sentence only), Section 3.3 (Authority; Binding Nature of Agreement), Section 3.4(a)(i) (Non-Contravention; Consents), Section 3.5(b) and (d) (Capitalization), Section 3.13 (Opinion of Financial Advisor), Section 3.14 (Brokers) and Section 3.16 (Vote Required) shall have been true and accurate in all material respects at and as of the date of this Agreement and the Closing Date as if made at and as of such earlier date), time (except to the extent that any inaccuracies such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time); provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Parent Material Adverse Effect” and similar qualifications set forth in such representations and warranties will shall be disregarded disregarded; and (iv) the representations and warranties of Parent set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) through (iii)) shall have been true and accurate in all respects at and as of the date of this Agreement and the Closing Date as if made at and as of such time (except to the circumstances giving rise to all extent that any such inaccuraciesrepresentation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, do not constitute, and would not reasonably be expected to have, have a Company Parent Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications and other similar qualifications (including any Company “Parent Material Adverse Effect qualification) limiting the scope of such representations and warranties Effect” qualifications set forth therein shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company Parent contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Designated Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except except, in each case, that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Company Material Adverse EffectEffect on Parent; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iib) Each of the The representations and warranties of Parent contained in Section 3.01 3.9, clause “(Organization; Good Standinga)(i)” of Section 3.10, Section 3.02 (Corporate Power; Enforceability)3.11, Section 3.03 (Requisite Stockholder Approval)3.12, Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) 3.14 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 3.15 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iiic) Each The representation and warranty contained in clause “(a)” of Section 3.4 shall have been accurate in all respects as of the date of this Agreement. (d) The representations and warranties of Parent contained in Section 3.06 (Company Capitalization3.2(a), Section 3.2(b) and Section 3.2(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except except, in each case, that any inaccuracies in such representations and warranties thatthat are, in the aggregate, do not cause the aggregate Merger Consideration de minimis in nature and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company contained in this Agreement, Agreement (other than the representations and warranties in Section 2.3, Section 2.21 and Section 2.23) shall have been accurate in all material respects as of the date of this Agreement; provided, however, that (i) in determining the accuracy of such representations and warranties for purposes of this Section 6.1(a): (A) all materiality qualifications that are contained in such representations and warranties and that limit the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; and (ii) the representations and warranties shall be deemed to not be accurate in all material respects only if the circumstances giving rise to all inaccuracies (considered collectively) have resulted in or could reasonably be expected to result in the Acquired Corporations incurring liabilities in excess of $5,000,000. The representations and warranties of the Company contained in Section 3.01 (Organization; Good Standing)2.3, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) 2.21 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 2.23 shall have been accurate in all respects as of the date of this Agreement; provided, however, that in determining the accuracy of such representations and warranties for purposes of this Section 6.1(a): (1) inaccuracies with respect to share numbers in Section 2.3 shall be disregarded if the inaccuracies represent less than 152,000 shares of Company Common Stock in the aggregate; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (b) The representations and warranties of the Company contained in this Agreement (other than the representations and warranties in Section 2.3, Section 2.21 and Section 2.23) shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date; provided, however, that: (other than i) in determining the accuracy of such representations and warranties for purposes of this Section 6.1(b): (A) all materiality qualifications that are contained in such representations and warranties and that limit the scope of such representations and warranties shall be disregarded; and (B) any such representation and warranty update of or modification to the Disclosure Schedule made as of a specific earlier date, which shall or purported to have been accurate in all respects as made on or after the date of such earlier date), except that this Agreement shall be disregarded; and (ii) any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would could not reasonably be expected to havehave or result in, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such . The representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties Company contained in Section 3.01 (Organization; Good Standing)2.3, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) 2.21 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and 2.23 shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time (other than any such representation and warranty made as Closing Date; provided, however, that in determining the accuracy of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, for purposes of this Section 6.1(b): (i) inaccuracies with respect to share numbers in Section 2.3 shall be disregarded if the inaccuracies represent less than 152,000 shares of Company Common Stock in the aggregate, do not cause ; and (ii) any update of or modification to the aggregate Merger Consideration and Disclosure Schedule made or purported to have been made on or after the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will date of this Agreement shall be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company Marvell contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Designated Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (in each case, other than any such representation and or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to havehave or result in, a Company Material Adverse EffectEffect on Marvell; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Marvell Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (iib) Each of the The representations and warranties of Marvell contained in Section 3.01 (Organization; Good Standing)Sections 3.13, Section 3.02 (Corporate Power; Enforceability)3.14, Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) 3.20 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 3.21 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Marvell Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (iiic) Each The representation and warranty contained in clause “(a)” of Section 3.5 shall have been accurate in all respects as of the date of this Agreement. (d) The representations and warranties of Marvell contained in Section 3.06 (Company CapitalizationSections 3.3(a), 3.3(b) and 3.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (in each case, other than any such representation and or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties thatthat are, in the aggregate, do not cause the aggregate Merger Consideration de minimis in nature and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, any update of or modification to the Marvell Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.

Accuracy of Representations. (i) Each The representations and warranties of EchoStar contained in Section 2.7(a) (No MAE) shall have been true and accurate at and as of the date of this Agreement and the Closing Date as if made at and as of such time, (ii) the representations and warranties of the Company EchoStar contained in this AgreementSection 2.5(a) and (c) (Capitalization) shall have been true and accurate, other than de minimis inaccuracies, at and as of the date of this Agreement and the Closing Date as if made at and as of such time (except to the extent that any such individual representation and warranty expressly speaks as of a particular date or period of time, in which case such individual representation and warranty shall be so true and accurate as of such particular date or period of time); (iii) the representations and warranties of EchoStar contained in Section 3.01 2.1(a) (Organization; Due Organization and Good Standing; Subsidiaries) (first sentence only), Section 3.02 2.3 (Corporate PowerAuthority; EnforceabilityBinding Nature of Agreement), Section 3.03 2.4(a)(i) (Requisite Stockholder ApprovalNon-Contravention; Consents), Section 3.06 2.5(b) and (Company d) (Capitalization) Section 2.20 (Vote Required), Section 3.07 2.21 (SubsidiariesTakeover Statutes), Section 3.25 (Brokers), Section 3.26 2.23 (Opinion of Financial Advisor) and Section 3.27 2.24 (State Anti-Takeover Statutes; No Rights PlanBrokers) shall have been true and accurate in all material respects at and as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made at and as of such time (except to the Charter Effective Time (other than extent that any such individual representation and warranty made expressly speaks as of a specific earlier dateparticular date or period of time, in which case such individual representation and warranty shall have been be so true and accurate in all respects as of such earlier dateparticular date or period of time); provided, except that any inaccuracies however, that, for purposes of determining the accuracy of such representations and warranties, all materiality, “EchoStar Material Adverse Effect” and similar qualifications set forth in such representations and warranties will shall be disregarded disregarded; and (iv) the representations and warranties of EchoStar set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) through (iii)) shall have been true and accurate in all respects at and as of the date of this Agreement and as of the Closing Date as if made at and as of such time (except to the circumstances giving rise to all extent that any such inaccuraciesindividual representation and warranty expressly speaks as of a particular date or period of time, in which case such individual representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, do not constitute, and would not reasonably be expected to have, a Company have an EchoStar Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications and other similar qualifications (including any Company “EchoStar Material Adverse Effect qualification) limiting the scope of Effect” qualifications set forth in such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the representations and warranties of the Company contained in this Agreement, Agreement (other than the representations and warranties contained in Section 3.01 (Organization; Good Standing2.4, Section 2.5(a), Section 3.02 (Corporate Power; Enforceability2.5(c), Section 3.03 (Requisite Stockholder Approval2.6(b), Section 3.06 (Company Capitalization2.8(a), Section 3.07 (Subsidiaries)2.21, Section 3.25 (Brokers)2.23, Section 3.26 (Opinion of Financial Advisor2.25(a) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 2.26), shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not not, individually or in the aggregate, reasonably be expected to have, have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and/or similar materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made at or after the execution of this Agreement shall be disregarded. (iib) The representations and warranties contained in Section 2.8(a) shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date. (c) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing)2.4, Section 3.02 (Corporate Power; Enforceability)2.21, Section 3.03 (Requisite Stockholder Approval)2.23, Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor2.25(a) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 2.26 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation representations or warranty warranties made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and/or similar materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made at or after the execution of this Agreement shall be disregarded. (iiid) Each of the The representations and warranties contained in Section 3.06 (Company Capitalization2.5(a), Section 2.5(c) and Section 2.6(b) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty representations or warranties made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, except that however, that, for purposes of determining the accuracy of such representations as of the foregoing dates: (i) any inaccuracies in such representations and warranties that, that are de minimis in nature shall be disregarded; and (ii) any update of or modification to the aggregate, do not cause Disclosure Schedule made or purported to have been made at or after the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will execution of this Agreement shall be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) Agreement shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date; provided, however, that: (other than i) in determining the accuracy of such representations and warranties for purposes of this Section 6.1(a), (A) all materiality qualifications that are contained in such representations and warranties and that limit the scope of such representations and warranties shall be disregarded and (B) any such representation and warranty update of or modification to the Disclosure Letter made as of a specific earlier date, which shall or purported to have been accurate in all respects as made on or after the date of such earlier date), except that this Agreement shall be disregarded; (ii) any inaccuracies in such representations and warranties will shall be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to havehave or result in, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualificationiii) limiting the scope of such representations and warranties nothing in this Section 6.1(a) shall be disregardeddeemed to limit the right of Parent to rely independently on the separate condition set forth in Section 6.1(b) in refusing to consummate the Merger or any other transaction. (iib) Each of the representations and warranties of the Company contained in Sections 2.3, 2.7(a) (other than the last sentence of Section 3.01 (Organization; Good Standing2.7(a)), Section 3.02 (Corporate Power; Enforceability)2.22, Section 3.03 (Requisite Stockholder Approval)2.23, Section 3.07 (Subsidiaries)2.25 and 2.27, Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date)Closing Date; provided, however, that, for purposes of : (i) in determining the accuracy of such representations and warranties for purposes of this Section 6.1(b), (A) all materiality qualifications that are contained in such representations and other similar qualifications (including any Company Material Adverse Effect qualification) limiting warranties and that limit the scope of such representations and warranties shall be disregarded. disregarded and (iiiB) Each any update of or modification to the representations and warranties contained in Section 3.06 (Company Capitalization) shall Disclosure Letter made or purported to have been accurate in all respects as of made on or after the date of this Agreement and shall be accurate disregarded; and (ii) nothing in all respects as this Section 6.1(b) shall be deemed to limit the right of Parent to rely independently on the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate separate condition set forth in all respects as of such earlier date), except that any inaccuracies Section 6.1(a) in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount refusing to be paid by Parent hereunder in order to effectuate consummate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregardedany other transaction.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Specified Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except except, in each case, that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Company Material Adverse EffectEffect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iib) Each of the The representations and warranties of the Company contained in Section 3.01 (Organization; Good Standing)2.20, Section 3.02 (Corporate Power; Enforceability)2.21, Section 3.03 2.22, clause “(Requisite Stockholder Approvala)(i)” of Section 2.23, Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) 2.24 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 2.25 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iiic) Each The representation and warranty contained in clause “(a)” of Section 2.5 shall have been accurate in all respects as of the date of this Agreement. (d) The representations and warranties of the Company contained in Section 3.06 (Company Capitalization2.3(a), Section 2.3(b) and Section 2.3(e) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except except, in each case, that any inaccuracies in such representations and warranties thatthat are, in the aggregate, do not cause the aggregate Merger Consideration de minimis in nature and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (i) Each The representations and warranties of the Company contained in Section 2.7(a) (No MAE) shall have been true and accurate at and as of the date of this Agreement and the Closing Date as if made at and as of such time, (ii) the representations and warranties of the Company contained in this AgreementSection 2.5(a) and (c) (Capitalization) shall have been true and accurate, other than de minimis inaccuracies, at and as of the date of this Agreement and the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time); (iii) the representations and warranties of the Company contained in Section 3.01 2.1(a) (Organization; Due Organization and Good Standing; Subsidiaries) (first sentence only), Section 3.02 2.3 (Corporate PowerAuthority; EnforceabilityBinding Nature of Agreement), Section 3.03 2.4(a)(i) (Requisite Stockholder ApprovalNon-Contravention; Consents), Section 3.06 2.5(b) and (Company d) (Capitalization) Section 2.20 (Vote Required), Section 3.07 2.21 (SubsidiariesTakeover Statutes), Section 3.25 (Brokers), Section 3.26 2.23 (Opinion of Financial Advisor) and Section 3.27 2.24 (State Anti-Takeover Statutes; No Rights PlanBrokers) shall have been true and accurate in all material respects at and as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made at and as of such time (except to the Charter Effective Time (other than extent that any such representation and warranty made expressly speaks as of a specific earlier dateparticular date or period of time, in which case such representation and warranty shall have been be so true and accurate in all respects as of such earlier dateparticular date or period of time); provided, except that any inaccuracies however, that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties will shall be disregarded disregarded; and (iv) the representations and warranties of the Company set forth in this Agreement (other than those representation and warranties referred to in the foregoing clauses (i) through (iii)) shall have been true and accurate in all respects at and as of the date of this Agreement and as of the Closing Date as if made at and as of such time (except to the circumstances giving rise to all extent that any such inaccuraciesrepresentation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, do not constitute, and would not reasonably be expected to have, have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications and other similar qualifications (including any “Company Material Adverse Effect qualification) limiting the scope of Effect” qualifications set forth in such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (i) Each of the The representations and warranties of the Company contained set forth in this Agreement, other than the representations Article III shall be true and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate correct in all respects (without giving effect to Qualifications contained therein) at and as of the date of this Agreement and shall be accurate in all respects as Agreement, except to the extent such failure of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will to be disregarded if the circumstances giving rise to all such inaccuraciesso true and correct, individually or in the aggregate, do has not constitutehad, and or would not reasonably be expected to have, a Material Adverse Effect, and the representations and warranties of Company set forth in Article III shall be true and correct in all respects (without giving effect to Qualifications contained therein) as of the Closing Date, as if made at and as of such date (except for those representations and warranties which expressly address matters only as of an earlier date, which representations and warranties shall have been true and correct as of such date), except, in each case, to the extent such failure of the representations and warranties to be so true and correct, individually or in the aggregate, has not had, or would not reasonably be expected to have, a Material Adverse Effect; provided, howeverthat notwithstanding the foregoing, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained of Company set forth in Section 3.01 3.1 (Organization; Organization and Good Standing), Section 3.02 3.2 (Corporate Power; Authority and Validity), Section 3.3 (Enforceability), Section 3.03 3.4 (Requisite Stockholder ApprovalCapitalization) (other than the last sentence of Section 3.4(b)), Section 3.07 3.6(a) through 3.6(i) (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor; Equity Investments) and Section 3.27 3.11 (State Anti-Takeover Statutes; No Rights PlanBrokers or Finders) shall have been accurate be true and correct in all material respects at and as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date, as if made at and as of the Charter Effective Time such date (other than any such representation or warranty made except for those representations and warranties which expressly address matters only as of a specific an earlier date, which representations and warranties shall have been accurate true and correct in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) . Buyer shall have been accurate in all respects as received a certificate of Company to that effect signed by the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million Chief Executive Officer or more, will be disregardedChief Financial Officer thereof.

Accuracy of Representations. (i) Each of the representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Exchange Closing Date as if made on and as of the Charter Effective Time Exchange Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Exchange Closing Date as if made on and as of the Charter Effective Time Exchange Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Exchange Closing Date as if made on and as of the Charter Effective Time Exchange Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, that in the aggregate, aggregate do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount required to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million 1,000,000 or more, more will be disregarded.

Accuracy of Representations. (i) Each of the representations and warranties of the Company contained Parent, Holdings, Merger Sub and Merger Sub LLC set forth in this Agreement, other than the representations and warranties contained of the Parent, Holdings, Merger Sub and Merger Sub LLC set forth in Section 3.01 4.1 (Organization; Good Standing), Section 3.02 (Standing and Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 4.2 (SubsidiariesAuthority; Noncontravention), Section 3.25 4.4 (BrokersBrokers and Other Advisors), Section 3.26 4.5 (Opinion Ownership of Financial Advisor) Holdings, Merger Sub and Merger Sub LLC), and Section 3.27 4.7 (State Anti-Takeover StatutesShare Ownership), disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure to be true and correct would not result in a Company Material Adverse Effect. (ii) Each of the representations and warranties of Parent, Holdings, Merger Sub and Merger Sub LLC set forth in Section 4.1 (Organization, Standing and Corporate Power; No Rights PlanCapitalization), Section 4.2 (Authority; Noncontravention), Section 4.4 (Brokers and Other Advisors), Section 4.5 (Ownership of Holdings, Merger Sub and Merger Sub LLC), and Section 4.7 (Share Ownership), except for Section 4.1(d) (Capitalization), shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date). (iii) The representations and warranties of Parent, Holdings, Merger Sub and Merger Sub LLC set forth in Section 4.1(d) (Capitalization) shall have been accurate be true and correct in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date with the same effect as if though made on and as of the Charter Effective Time Closing Date (other than any except to the extent that such representations and warranties expressly speak as of an earlier date, in which case such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects be true and correct as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, that are in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained aggregate de minimis in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, nature will be disregarded.

Accuracy of Representations. (i) Each of the representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing2.3(b), Section 3.02 (Corporate Power; Enforceability2.3(e), Section 3.03 (Requisite Stockholder Approval)2.20, Section 3.06 (Company Capitalization)2.21, Section 3.07 (Subsidiaries)2.22, Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) 2.24 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 2.25, shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies where the failure to be accurate in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do respects (considered collectively) has not constitutehad, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualificationqualifications) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing)2.20, Section 3.02 (Corporate Power; Enforceability)2.21, Section 3.03 (Requisite Stockholder Approval)2.22, Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) 2.24 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 2.25 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization2.3(b) and Section 2.3(e) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date)Listing Date, except that any inaccuracies in such representations and warranties that, that are in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder de minimis in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, nature will be disregarded.

Accuracy of Representations. (i) Each of the representations and warranties of the Company Parent contained in Section 3.19 and Section 3.25 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; (ii) Section 3.5(a) shall have been accurate in all respects as of the date of this Agreement, other than ; (iii) Each of the representations and warranties of Parent contained in Section 3.01 (Organization; Good Standing3.3(a), Section 3.02 (Corporate Power; Enforceability3.3(b), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor3.3(c) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan3.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that are de minimis in nature will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effectdisregarded; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded.and (iiiv) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time Parent (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company CapitalizationParent Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than except for any such representation representations and warranty warranties made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date); provided, except that however, that: (A) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any inaccuracies in such representations and warranties that, in shall be disregarded if the aggregate, circumstances giving rise to all such inaccuracies (considered collectively) do not cause the aggregate Merger Consideration constitute, and the aggregate Pre-Closing Dividend amount would not reasonably be expected to be paid by have a Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregardedMaterial Adverse Effect.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) Agreement shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation except for representations and warranty warranties expressly made only as of a specific earlier specified date, which shall have been need be accurate in all respects only as of such earlier the specified date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of : (i) in determining the accuracy of such representations and warranties for purposes of this Section 6.1(a), (A) all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of that are contained in such representations and warranties shall be disregarded and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; (ii) the condition set forth in this Section 6.1(a) shall be deemed satisfied unless the circumstances giving rise to all inaccuracies in such representations and warranties (considered collectively) constitute a Company Material Adverse Effect, or would reasonably be expected to have a Company Material Adverse Effect; and (iii) nothing in this Section 6.1(a) shall be deemed to limit the right of Parent to rely independently on the separate condition set forth in Section 6.1(b) in refusing to consummate the Merger or any other transaction. (iib) Each of the representations and warranties of the Company contained in Section 3.01 (Organization; Good StandingSections 2.3(a), Section 3.02 (Corporate Power; Enforceability2.3(b), Section 3.03 (Requisite Stockholder Approval2.3(c), Section 3.07 (Subsidiaries2.7(a), Section 3.25 (Brokers)2.22, Section 3.26 (Opinion of Financial Advisor) 2.23, 2.24, 2.26 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 2.27 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or warranty except for representations and warranties expressly made only as of a specific earlier specified date, which shall have been need be accurate in all material respects only as of such earlier the specified date); provided, however, that, for purposes of : (i) in determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including for purposes of this Section 6.1(b), any Company Material Adverse Effect qualification) limiting update of or modification to the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall Disclosure Schedule made or purported to have been accurate in all respects as of made on or after the date of this Agreement and shall be accurate disregarded; and (ii) nothing in all respects as this Section 6.1(b) shall be deemed to limit the right of Parent to rely independently on the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate separate condition set forth in all respects as of such earlier date), except that any inaccuracies Section 6.1(a) in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount refusing to be paid by Parent hereunder in order to effectuate consummate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregardedany other transaction.

Accuracy of Representations. (ia) Each of the representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Specified Company Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier specified date, which shall have been accurate in all respects as of such earlier specified date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to havehave or result in, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality qualifications and other similar qualifications (including any “Company Material Adverse Effect qualification) Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded. (iib) (i) Each of the Specified Company Representations that is qualified by the term Company Material Adverse Effect shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, which shall have been accurate in all respects as of such specified date), and (ii) each other Specified Company Representations (other than the representations and warranties contained in the first, second and third sentences of Section 3.01 (Organization; Good Standing2.3(a), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor2.3(b) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan2.3(d)) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or and warranty made as of a specific earlier specified date, which shall have been accurate in all material respects as of such earlier specified date); provided, however, that, with respect to clause (ii), for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality qualifications and other similar qualifications (including any “Company Material Adverse Effect qualification) Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded. (iiic) Each of the representations and warranties of the Company contained in the first, second and third sentences of Section 3.06 (Company Capitalization2.3(a), Section 2.3(b) and Section 2.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time US-LEGAL-11446530/6 174293-0017 3089529.v7 Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier specified date, which shall have been accurate in all respects as of such earlier specified date), except that any inaccuracies in such representations and warranties thatthat are, in the aggregate, do not cause the aggregate Merger Consideration de minimis in nature and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained as provided in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor6.1(b) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 6.1(c), shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, constitute a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (iib) Each of the representations and warranties of the Company contained in Section 3.01 (Organization; Good StandingSections 2.3(d), Section 3.02 (Corporate Power; Enforceability2.3(g), Section 3.03 (Requisite Stockholder Approval2.3(h), Section 3.07 (Subsidiaries2.3(i), Section 3.25 (Brokers2.8(q)(i), Section 3.26 (Opinion of Financial Advisor) 2.20, 2.21, 2.22, 2.24 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 2.25 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or and warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (iiic) Each of the The representations and warranties contained in Section 3.06 (Company CapitalizationSections 2.5(a), 2.8(q)(ii), 2.8(q)(iii) and 2.8(q)(iv) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date. (d) Each of the representations and warranties of the Company contained in Sections 2.3(a), 2.3(c) and 2.3(f) shall have been accurate in all respects as of the date of this Agreement and shall be accurate as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, considered collectively and in the aggregate, do not cause the aggregate Merger Consideration are de minimis in nature and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.

Accuracy of Representations. (i) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained (i) set forth in Section 3.01 3.6(b) (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion Absence of Financial Advisor) Certain Changes and Section 3.27 (State Anti-Takeover Statutes; No Rights PlanEvents) shall have been accurate be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, (ii) set forth in Section 3.3(a) (Capitalization) shall be accurate true and correct in all respects as of the Charter Effective Time as if made date of this Agreement and as of the Charter Effective Time Closing Date as though made on the Closing Date (other than except to the extent that any such representation and warranty made expressly speaks as of a specific earlier dateparticular date or period of time, in which case such representation and warranty shall have been accurate in all respects be so true and correct as of such earlier dateparticular date or period of time), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuraciesexcept, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, thatcase of this clause (ii), for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications any de minimis inaccuracies, (including any Company Material Adverse Effect qualificationiii) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained set forth in Section 3.01 3.2(a) (OrganizationAuthority; Good StandingNo Conflict), Section 3.02 3.3 (Corporate Power; Enforceabilityother than Section 3.3(a)) (Capitalization), Section 3.03 3.6 (Requisite Stockholder Approvalother than Section 3.6(b) (Absence of Certain Changes and Events)), Section 3.07 (Subsidiaries), Section 3.25 3.18 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 3.20 (State Anti-Takeover Statutes; No Rights Plan; Antitakeover Statutes) shall have been accurate be true and correct in all material respects as of the date of this Agreement and shall be accurate in all material respects as of Closing Date as though made on the Charter Effective Time as if made as of Closing Date (except to the Charter Effective Time (other than extent that any such representation or and warranty made expressly speaks as of a specific earlier dateparticular date or period of time, in which case such representation and warranty shall have been accurate be so true and correct in all material respects as of such earlier date); providedparticular date or period of time) and (iv) set forth in this Agreement, however, that, for purposes of determining the accuracy of such other than those representations and warranties described in clauses (i), (ii) or (iii) above, shall be true and correct (disregarding all materiality qualifications or limitations as to “materiality,” “material,” “in all material respects” and other similar qualifications (including any “Company Material Adverse Effect qualificationEffect” set forth therein) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if though made as of on the Charter Effective Time Closing Date (other than except to the extent that any such representation and warranty made expressly speaks as of a specific earlier dateparticular date or period of time, in which case such representation and warranty shall have been accurate in all respects be so true and correct as of such earlier dateparticular date or period of time), except that any inaccuracies except, in the case of this clause (iv), where the failure of such representations and warranties thatto be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregardeda Company Material Adverse Effect.

Accuracy of Representations. (i) Each Without limiting any of the representations and warranties rights of the Company contained Purchaser or Seller elsewhere provided for in this Agreement, other than it is agreed that the obligation of Purchaser and Seller to close under this Agreement is conditioned upon the accuracy in all material respects of all of Purchaser’s and Seller’s representations and warranties contained and the due compliance by Purchaser and Seller of all of their agreements set forth herein and elsewhere in this Agreement. Seller shall have the right, from time to time after the Effective Date and at or prior to Closing, to amend its representations and warranties set forth in Section 3.01 (Organization; Good Standing)9.1 above, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion but only due to any change in the facts outside the control of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects otherwise not caused by Seller and not actually known by Seller as of the date Effective Date (and further only provided that such change is not the result of Seller’s breach of any covenant otherwise set forth in this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier dateAgreement, which whereby Purchaser shall have been accurate the rights set forth in all respects as Section 13.2) (each such change, a “Changed Condition”), by providing Purchaser with written notice thereof and providing the specific nature of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effectuntrue representation; provided, however, that, for purposes of determining in the accuracy event that Seller does so amend its representations or warranties and does not cure or otherwise correct such matter to Purchaser’s reasonable satisfaction within five (5) Business Days after delivery to Purchaser of such representations written notice, Purchaser shall have the right, at Purchaser’s sole option and warranties all materiality qualifications and other similar qualifications as its sole remedy for such amendment, either to (including any Company Material Adverse Effect qualificationa) limiting terminate this Agreement, whereupon the scope of such representations and warranties Deposit shall be disregarded. (ii) Each returned to Purchaser, Seller shall pay the Breakage Fee to Purchaser, and it shall be deemed that Purchaser terminated this Agreement pursuant to Section 2.1 and the rights of the parties shall be as set forth therein, or (b) proceed to Closing and receive cash at Closing in the amount necessary to cure or otherwise correct such matter (as determined by a third party that is mutually acceptable to the parties in their commercially reasonable discretions), provided that such credit shall in no event exceed One Hundred Thousand and No/100 Dollars ($100,000.00). If, on or before the Closing Date, Purchaser determines that any of Seller’s representations and or warranties contained are untrue or inaccurate or that Seller has not complied with any of the said agreements, then, in addition to any other legal remedies available to Purchaser, Purchaser shall have the right at its sole option to either (a) exercise its rights granted to it in Section 3.01 13.2, or (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisorb) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as proceed to consummate the Closing hereunder without an abatement of the date Purchase Price, beyond $100,000.00 for which Purchaser shall receive a credit. For the avoidance of this Agreement and shall be accurate in all material respects as doubt, the mere updating of the Charter Effective Time Rent Roll delivered to Purchaser at Closing as if made as part of Seller’s closing deliveries pursuant to Section 7.1 shall not, on its own, afford Purchaser with the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregardedright to seek Section 13.2 remedies. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. US-LEGAL-11446530/6 174293-0017 3089529.v7 (ia) Each of the representations and warranties of the Company Parent and Merger Sub contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Specified Parent Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier specified date, which shall have been accurate in all respects as of such earlier specified date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to havehave or result in, a Company Parent Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality qualifications “Parent Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iib) (i) Each of the Specified Parent Representations that is qualified by the term Parent Material Adverse Effect shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, which shall have been accurate in all respects as of such specified date), and (ii) each other Specified Parent Representations (other than the representations and warranties contained in the first, second and third sentences of Section 3.01 (Organization; Good Standing3.3(a), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor3.3(b) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan3.3(d)) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or and warranty made as of a specific earlier specified date, which shall have been accurate in all material respects as of such earlier specified date); provided, however, that, with respect to clause (ii), for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality qualifications “Parent Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iiic) Each of the representations and warranties of Parent contained in the first, second and third sentences of Section 3.06 (Company Capitalization3.3(a), Section 3.3(b) and Section 3.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific specified earlier date, which shall have been accurate in all respects as of such earlier specified date), except that any inaccuracies in such representations and warranties thatthat are, in the aggregate, do not cause the aggregate Merger Consideration de minimis in nature and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of Holdings, the Company and the Stockholder Representative contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) Agreement shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date)Agreement, except that any inaccuracies in such representations and warranties (other than those related to the representations and warranties in Sections 3.3 and 3.5(a)-(k), 3.5(m), 3.5(p)-(q), 3.5(s)-(u) and 3.5(v) with respect to the foregoing subsections of Section 3.5) will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would could not reasonably be expected to have, a Company Material Adverse Effect on the Acquired Corporations (it being understood that, for purposes of determining the accuracy of any specific representations and warranties (other than in Sections 3.3 and 3.5(a)-(k), 3.5(m), 3.5(p)-(q), 3.5(s)-(u) and 3.5(v) with respect to the foregoing subsections of Section 3.5), (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), and (iii) any representations and warranties made as of a specific date or which refer to financial statements as of a specific date shall have been accurate in all material respects as of such date. (b) The representations and warranties of Holdings, the Company and the Stockholder Representative contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties (other than those related to the representations and warranties in Section 3.3 will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations; provided, however, that, for purposes of determining the accuracy of any specific representations and warranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties all materiality qualifications and (other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties than those in Section 3.3 shall be disregarded. , (ii) Each any update of or modification to the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall Company Disclosure Schedule made or purported to have been accurate in all material respects as of made after the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time disregarded and (other than iii) any such representation or warranty representations and warranties made as of a specific earlier date, date or which refer to financial statements as of a specific date shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregardeddate only. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (i) Each of the representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; EnforceabilityAuthority), Section 3.03 (Requisite Stockholder Approval), Section 3.06 3.06(a), the first sentence of Section 3.06(b) and Section 3.06(c) (Company Capitalization), Section 3.07 3.11(a) (SubsidiariesNo Company Material Adverse Effect), Section 3.25 (Brokers), Section 3.26 (Opinion Opinions of Financial AdvisorAdvisors) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made that, by its terms, addresses matters only as of a specific earlier date, which representation and warranty shall have been accurate in all respects as of such earlier date), except that any inaccuracies in where the failure of such representations and warranties will to be disregarded if the circumstances giving rise to all such inaccuraciesaccurate would not, individually or in the aggregate, do not constitute, and would not reasonably be expected to have, have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; EnforceabilityAuthority), Section 3.03 (Requisite Stockholder Approval), Section 3.07 3.06(c) (SubsidiariesCompany Capitalization), Section 3.25 (Brokers), Section 3.26 (Opinion Opinions of Financial AdvisorAdvisors) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or and warranty made that, by its terms, addresses matters only as of a specific earlier date, which representation and warranty shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) The representation and warranty contained in Section 3.11(a) (No Company Material Adverse Effect) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty that, by its terms, addresses matters only as of a specific earlier date, which representation and warranty shall have been accurate in all respects as of such earlier date). (iv) Each of the representations and warranties contained in Section 3.06 3.06(a) and the first sentence of Section 3.06(b) (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made that, by its terms, addresses matters only as of a specific earlier date, which representation and warranty shall have been accurate in all respects as of such earlier date), in each case except that for any inaccuracies in such representations failures to be so true and warranties correct that, individually and in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregardedare de minimis.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company Parent and Merger Sub contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Specified Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been be accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to havehave or result in, a Company Material Adverse EffectEffect on Parent; provided, however, that, : (i) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates for purposes of this Section 7.1(a), all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded; and (ii) any inaccuracy in or breach of any representation or warranty contained in Section 3.12(b) shall be disregarded if Parent is willing and able to consummate the Merger on the scheduled Closing Date. (iib) Each of the representations and warranties of Parent and Merger Sub contained in Section 3.01 (Organization; Good Standing)Sections 3.7, Section 3.02 (Corporate Power; Enforceability)3.8, Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) 3.14 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 3.15 shall have been accurate in all material respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date) and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates for purposes of this Section 7.1(b), all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iiic) Each of the The representations and warranties of Parent and Merger Sub contained in Section 3.06 (Company CapitalizationSections 3.2(a), 3.2(b) and 3.2(d) shall have been accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of the Parent Listing Date, which shall have been accurate in all respects as of the Parent Listing Date) and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier datethe Parent Listing Date, which shall have been accurate in all respects as of such earlier datethe Parent Listing Date), except that any inaccuracies in such representations and warranties thatthat are, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder de minimis in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, nature will be disregarded.

Accuracy of Representations. (i) Each of the representations and warranties of the Company and the Stockholders contained in this Agreement, other than the representations Agreement shall be true and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of correct on the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date with the same force and effect as if made as of on the Charter Effective Time Closing Date (other than except to the extent that any such representation and warranty made expressly speaks as of a specific earlier date, in which case the accuracy of such representation and warranty shall be determined as of such date), except, in each case or in the aggregate (other than with respect to the [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. representations and warranties of contained in Sections 2.1 (Organization; Standing and Power), 2.2 (Capitalization), 2.3 (Subsidiaries), 2.4 (Authority; No Conflict; Required Filings and Consents), 2.12 (Litigation), 2.14 (Employees and Employee Benefit Plans), 2.18 (Labor Matters), 2.21(a) (Title), 3.1 (Organization and Good Standing), 3.2 (Ownership; Title to Shares), 3.3 (Authority and Enforceability), 3.4 (No Violations; Consents), which shall have been accurate be true and correct in all respects as of such earlier daterespects), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do as does not constitute, and would not reasonably be expected to have, constitute a Company Material Adverse Effect; provided, however, Effect at the Closing (it being understood that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality “Company Material Adverse Effect” qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting based on the scope of word “material” contained in such representations and warranties shall be disregarded). (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Specified Company Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier specified date, which shall have been accurate in all respects as of such earlier specified date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to havehave or result in, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality qualifications and other similar qualifications (including any “Company Material Adverse Effect qualification) Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded. (iib) (i) Each of the Specified Company Representations that is qualified by the term Company Material Adverse Effect shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, which shall have been accurate in all respects as of such specified date), and (ii) each other Specified Company Representations (other than the representations and warranties contained in the first, second and third sentences of Section 3.01 (Organization; Good Standing2.3(a), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor2.3(b) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan2.3(d)) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or and warranty made as of a specific earlier specified date, which shall have been accurate in all material respects as of such earlier specified date); provided, however, that, with respect to clause (ii), for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality qualifications and other similar qualifications (including any “Company Material Adverse Effect qualification) Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded. (iiic) Each of the representations and warranties of the Company contained in the first, second and third sentences of Section 3.06 (Company Capitalization2.3(a), Section 2.3(b) and Section 2.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier specified date, which shall have been accurate in all respects as of such earlier specified date), except that any inaccuracies in such representations and warranties thatthat are, in the aggregate, do not cause the aggregate Merger Consideration de minimis in nature and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company Parent and Merger Sub contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Specified Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been be accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to havehave or result in, a Company Material Adverse EffectEffect on Parent; provided, however, that, : (i) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates for purposes of this Section 7.1(a), all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded; and (ii) any inaccuracy in or breach of any representation or warranty contained in Section 3.12(b) shall be disregarded if Parent is willing and able to consummate the Merger on the scheduled Closing Date. (iib) Each of the representations and warranties of Parent and Merger Sub contained in Section 3.01 (Organization; Good Standing)Sections 3.7, Section 3.02 (Corporate Power; Enforceability)3.8, Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) 3.14 and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) 3.15 shall have been accurate in all material respects as of the date of this Agreement (other than any Table of Contents such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date) and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates for purposes of this Section 7.1(b), all materiality qualifications “Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iiic) Each of the The representations and warranties of Parent and Merger Sub contained in Section 3.06 (Company CapitalizationSections 3.2(a), 3.2(b) and 3.2(d) shall have been accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of the Parent Listing Date, which shall have been accurate in all respects as of the Parent Listing Date) and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier datethe Parent Listing Date, which shall have been accurate in all respects as of such earlier datethe Parent Listing Date), except that any inaccuracies in such representations and warranties thatthat are, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder de minimis in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, nature will be disregarded.

Accuracy of Representations. (ia) Each of the representations and warranties of the Company Parent and Merger Sub contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Specified Parent Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier specified date, which shall have been accurate in all respects as of such earlier specified date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to havehave or result in, a Company Parent Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality qualifications “Parent Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iib) (i) Each of the Specified Parent Representations that is qualified by the term Parent Material Adverse Effect shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, which shall have been accurate in all respects as of such specified date), and (ii) each other Specified Parent Representations (other than the representations and warranties contained in the first, second and third sentences of Section 3.01 (Organization; Good Standing3.3(a), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor3.3(b) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan3.3(d)) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or and warranty made as of a specific earlier specified date, which shall have been accurate in all material respects as of such earlier specified date); provided, however, that, with respect to clause (ii), for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality qualifications “Parent Material Adverse Effect” and other materiality and similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iiic) Each of the representations and warranties of Parent contained in the first, second and third sentences of Section 3.06 (Company Capitalization3.3(a), Section 3.3(b) and Section 3.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific specified earlier date, which shall have been accurate in all respects as of such earlier specified date), except that any inaccuracies in such representations and warranties thatthat are, in the aggregate, do not cause the aggregate Merger Consideration de minimis in nature and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) Agreement shall have been accurate in all material respects as of the date of this Agreement (except for such representations and warranties which address matters only as of a particular time, which shall have been accurate in all material respects as of such particular time); provided, however that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded. (b) The representations and warranties of the Company contained in Sections 2.1, 2.2, 2.3, 2.4, 2.13, 2.15, 2.16, 2.17(i), 2.17(k), 2.20, 2.22, 2.23, 2.25, 2.26(a), 2.26(b), 2.26(c), 2.26(g), 2.28 and 2.29 of this Agreement shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any except for such representation representations and warranty made warranties which address matters only as of a specific earlier dateparticular time, which shall have been accurate in all respects as of such earlier dateparticular time), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Company Material Adverse EffectEffect on the Acquired Corporations; provided, however, however that, for purposes of determining the accuracy of such representations and warranties (i) all materiality "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of qualifications, contained in such representations and warranties shall be disregarded. disregarded and (ii) Each any update of or modification to the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall Company Disclosure Schedule made or purported to have been accurate in all material respects as of made after the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company contained Parent set forth in this Agreement, other than the representations and warranties contained in Section 3.01 Sections 3.1 (Organization), 3.2(a) (Capitalization), 3.4 (Non-Contravention; Good StandingConsents, excluding 3.4(a)(ii)), Section 3.02 3.5(a) (Corporate PowerSEC Filings; EnforceabilityFinancial Statements), Section 3.03 3.11 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion Absence of Financial AdvisorUndisclosed Liabilities) and Section 3.27 3.23 (State Anti-Takeover Statutes; No Rights PlanVote Required) (the “Parent Specified Representations”) (i) shall have been accurate true and correct in all material respects as of the date of this Agreement Agreement, except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date) and (ii) shall be accurate true and correct in all material respects on and as of the Charter Effective Time Closing Date with the same force and effect as if made on the Closing Date, except in each case with respect to the representations and warranties set forth in Section 3.5(a), where the failure to be true and correct has not had a material adverse effect on Parent’s eligibility to use Form S-3 as of the Charter Effective Time (other than any such representation and warranty made as date of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, Closing. It being understood that, for purposes of determining the accuracy of such representations and warranties warranties: (x) any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded; and (y) all “Parent Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded;. (b) The representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Specified Representations and other similar qualifications than the Excluded Representations) (including any Company i) shall have been true and correct as of the date of this Agreement except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date) and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date, except in each case where the failure to be true and correct has not had a Parent Material Adverse Effect qualificationEffect. It being understood that, for purposes of determining the accuracy of such representations and warranties: (x) any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded; and (y) all “Parent Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations Cellect and warranties contained Merger Sub in Section 3.01 (Organization; Good Standing3.4(a), Section 3.02 (Corporate Power; Enforceability3.4(b), Section 3.03 (Requisite Stockholder Approval3.4(c), Section 3.06 3.4(e) (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 3.28 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate Foreign Private Issuer), are true and correct in all but de minimis respects as of the date of this Agreement and are true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on the Closing Date, except for those representations and warranties which address matters only as of a particular date (which representations were so true and correct as of such particular date); (b) the representations and warranties of the Cellect set forth in clause “(b)” of the first sentence of Section 3.6 (Absence of Changes) shall be accurate have been true and correct in all respects as of the Charter Effective Time date of the Agreement and shall be true and correct in all respects at and as of the Closing Date as if made on and as of such time (it being understood that any update of or modification to the Charter Effective Time Cellect Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded); (other than any such representation c) the representations and warranty made as warranties of a specific earlier date, which Cellect and Merger Sub set forth in Section 3.14(n) shall have been accurate true and correct in all respects as of the date of the Agreement and shall be true and correct in all respects at and as of the Closing Date as if made on and as of such earlier date), except that any inaccuracies in such time; and (d) all other representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, of Cellect and Merger Sub in the aggregate, do not constitute, Article 3 of this Agreement are true and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects correct as of the date of this Agreement and shall be accurate in all material respects are true and correct on and as of the Charter Effective Time Closing Date with the same force and effect as if made as of on the Charter Effective Time Closing Date except (other than any such representation i) in each case, or warranty made as of in the aggregate, where the failure to be true and correct would not have a specific earlier date, which shall have been accurate in Cellect Material Adverse Effect (provided that all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality “Cellect Material Adverse Effect” qualifications and other similar materiality qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained of Cellect in Article 3 of this Agreement will be disregarded), or (ii) for those representations and warranties which address matters only as of a particular date (which representations were so true and correct, subject to the qualifications as set forth in the preceding clause (i), as of such particular date). Notwithstanding the foregoing, it is hereby clarified that upon the Effective Time Cellect shall have transferred Cellect Biotherapeutics as set forth in Section 3.06 (Company Capitalization) shall have been accurate 4.6 and that all of the representations and warranties set forth in all respects Article 3 are qualified as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as by such transfer of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregardedCellect Biotherapeutics.

Accuracy of Representations. (ia) Each of the representations and warranties of the Company Chardonnay contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Chardonnay Specified Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been be accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that where any inaccuracies inaccuracy in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracieswarranties, individually or in the aggregate, do has not constitutehad, and would not reasonably be expected to have, a Company Chardonnay Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded.; (iib) Each each of the representations and warranties contained in Section 3.01 3.2(a) (Organization; Good StandingCapitalization), Section 3.02 3.4(c) (Corporate PowerNon-Contravention; EnforceabilityConsents) and Section 3.7(a) (Absence of Changes) shall have been accurate in all respects (except for any de minimis inaccuracy) as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than such representations and warranties made as of a specific earlier date, which shall have been accurate in all respects (except for any de minimis inaccuracy) as of such earlier date); and (c) each of the representations and warranties contained in the first sentence of Section 3.1 (Organization), Section 3.03 3.2(c)-(e) (Requisite Stockholder ApprovalCapitalization), Section 3.07 3.3 (SubsidiariesAuthority), Section 3.23 (Inapplicability of Anti-takeover Statutes) and Section 3.25 (Brokers), Section 3.26 (Opinion of No Financial Advisor) and (collectively with the representations referenced in Section 3.27 (State Anti-Takeover Statutes; No Rights Plan8.1(b), the “Chardonnay Specified Representations”) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or warranty representations and warranties made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (ia) Each of the representations and warranties of the Company contained in this Agreement, other than Acquired Entities and the representations and warranties contained Shareholders set forth in Section 3.01 3.1 (Organization; Good StandingStanding and Power; Subsidiaries), Section 3.02 3.2 (Corporate PowerOrganizational Documents; EnforceabilityRecords), Section 3.03 3.3 (Requisite Stockholder ApprovalAuthority; Binding Nature of Agreement), Section 3.06 3.4 (Company Absence of Restrictions and Conflicts; Required Consents), Section 3.5 (Capitalization), Section 3.07 3.8(a) (SubsidiariesTitle to Assets), Section 3.25 4.1 (BrokersShare Ownership), Section 3.26 4.2 (Opinion Organization; Standing and Power), Section 4.3 (Authority; Binding Nature of Financial AdvisorAgreement), Section 4.4 (Absence of Restrictions and Conflicts; Required Consents) and Section 3.27 4.9 (State AntiNon-Takeover Statutes; No Rights PlanForeign Status) shall have been accurate be true and correct in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date with the same effect as if though made as of the Charter Effective Time Closing Date (other than except to the extent that any such representation and warranty made expressly speaks as of a specific earlier date, in which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining case the accuracy of such representations representation and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope warranty shall be determined as of such representations and warranties shall be disregardeddate). (iib) Each of the representations and warranties contained of the Acquired Entities and the Shareholders set forth in this Agreement other than in the Sections referred to in Section 3.01 7.1(a) (Organization; Good Standing), each a “Section 3.02 (Corporate Power; Enforceability), 7.1(b) Closing Rep and Warranty” and collectively the “Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor7.1(b) Closing Reps and Section 3.27 (State Anti-Takeover Statutes; No Rights PlanWarranties”) shall have been accurate in all material respects as of the date of this Agreement be true and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent that any Section 7.1(b) Closing Rep and Warranty expressly speaks as of a specific date, in which case the accuracy of such Section 7.1(b) Closing Rep and Warranty shall be accurate determined as of such date), except where the failure of one or more of the Section 7.1(b) Closing Reps and Warranties to be true and correct in the aggregate, but without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, has not had and would not reasonably be expected to have the effect of (i) reducing the EBITDA of the Acquired Entities for any current or future 12 month period by more than $500,000, or (ii) increasing the liabilities of the Acquired Entities by more than $10,000,000. (c) Except as set forth below in this Section 7.1(c), the information disclosed in any supplement or amendment to the Company Disclosure Schedule delivered to the Purchaser pursuant to Section 6.3(c) shall not, for purposes of Section 7.1(b), be deemed to have been included in the Company Disclosure Schedule as of the date of this Agreement or as of the Closing Date for purposes of determining whether a Section 7.1(b) Closing Rep and Warranty is true and correct in all respects as of the Charter Effective Time as if made date of this Agreement and as of the Charter Effective Time (other than Closing Date. The information disclosed in any such representation and warranty made supplement or amendment to the Company Disclosure Schedule delivered to the Purchaser pursuant to Section 6.3(c) shall, for purposes of Section 7.1(b), be deemed to have been included in the Company Disclosure Schedule as of the date of this Agreement and as of the Closing Date for purposes of determining whether a specific earlier date, which shall have been accurate Section 7.1(b) Closing Rep and Warranty is true and correct in all respects as of the date of this Agreement and as of the Closing Date solely to the extent such earlier dateinformation relates to (i) the uncollectability of, or legal proceedings initiated by an Acquired Entity to collect, amounts owed to the Acquired Entities, including as a result of tenant defaults under Leases, (ii) claims or potential claims against any of the Acquired Entities that are fully covered by insurance, subject to any deductible or retained amounts under applicable insurance policies, or (iii) other matters occurring in the ordinary course of business of the Acquired Entities; provided that information relating to each such matter described in clauses (i), except that any inaccuracies in such representations (ii) and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and (iii) above (x) has occurred during the Pre-Closing Dividend to increase by $10 million Period and (y) has not arisen out of any breach of the covenants and agreements of the Shareholders or more, will be disregardedthe Acquired Entities under this Agreement.

Accuracy of Representations. (ia) Each of the representations and warranties of made by the Company contained set forth in this Agreement, other than the representations and warranties contained in Section 3.01 Sections 2.1 (Organization; Good StandingOrganizational Matters), Section 3.02 2.4 (Corporate PowerAuthority; EnforceabilityBinding Nature of Agreement; Inapplicability of Anti-takeover Statutes), Section 3.03 2.30 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 Vote Required) and 2.31 (Brokers), Section 3.26 (Opinion ) of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) this Agreement shall have been be accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date; (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualificationb) limiting the scope of such representations and warranties shall be disregarded. (ii) Each each of the representations and warranties contained made by the Company set forth in Section 3.01 Sections 2.3 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion Capital Structure) of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) this Agreement shall have been be accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or warranty representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualificationc) limiting the scope of such representations and warranties shall be disregarded. (iii) Each each of the representations and warranties contained made by the Company in Section 3.06 this Agreement (Company Capitalizationother than those set forth in Sections 2.1 (Organizational Matters), 2.3 (Capital Structure), 2.4 (Authority; Binding Nature of Agreement; Inapplicability of Anti-takeover Statutes), 2.30 (Vote Required) and 2.31 (Brokers)) shall have been be accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation representations and warranty warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date, and except where the failure of representations and warranties referenced in this clause (c) to be true and correct would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect); provided, however, that, in the case of clauses (b) and (c), except that any inaccuracies in for purposes of determining the accuracy of such representations and warranties, all materiality, Material Adverse Effect and similar qualifications limiting the scope of such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will shall be disregarded.

Accuracy of Representations. (ia) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations Alcobra and warranties contained Merger Sub in Section 3.01 (Organization; Good Standing3.4(a), Section 3.02 (Corporate Power; Enforceability3.4(b), Section 3.03 (Requisite Stockholder Approval3.4(c), Section 3.06 3.4(e) (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 3.29 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate Foreign Private Issuer), are true and correct in all but de minimis respects as of the date of this Agreement and are true and correct in all but de minimis respects on and as of the Closing Date with the same force and effect as if made on the Closing Date, except for those representations and warranties which address matters only as of a particular date (which representations were so true and correct as of such particular date); (b) the representations and warranties of the Alcobra set forth in clause “(b)” of the first sentence of Section 3.6 (Absence of Changes) shall be accurate have been true and correct in all respects as of the Charter Effective Time date of the Agreement and shall be true and correct in all respects at and as of the Closing Date as if made on and as of such time (it being understood that any update of or modification to the Charter Effective Time Alcobra Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded); (other than any such representation c) the representations and warranty made as warranties of a specific earlier date, which Arcturus set forth in Section 2.13(n) and of Alcobra and Merger Sub set forth in Section 3.14(n) shall have been accurate true and correct in all respects as of the date of the Agreement and shall be true and correct in all respects at and as of the Closing Date as if made on and as of such earlier date), except that any inaccuracies in such time; and (d) all other representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, of Alcobra and Merger Sub in the aggregate, do not constitute, Article 3 of this Agreement are true and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate in all material respects correct as of the date of this Agreement and shall be accurate in all material respects are true and correct on and as of the Charter Effective Time Closing Date with the same force and effect as if made as of on the Charter Effective Time Closing Date except (other than any such representation i) in each case, or warranty made as of a specific earlier datein the aggregate, which shall where the failure to be true and correct would not have been accurate in an Alcobra Material Adverse Effect (provided that all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality “Alcobra Material Adverse Effect” qualifications and other similar materiality qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained of Alcobra in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date Article 3 of this Agreement will be disregarded), or (ii) for those representations and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made warranties which address matters only as of a specific earlier dateparticular date (which representations were so true and correct, which shall have been accurate subject to the qualifications as set forth in all respects the preceding clause (i), as of such earlier particular date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (i) Each of the The representations and warranties of the Company contained in this Agreement, other than the representations and warranties Parent contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan3.3(c) shall have been accurate in all respects true and accurate, other than de minimis inaccuracies, at and as of the date of this Agreement and shall be accurate in all respects true and accurate, other than de minimis inaccuracies, at and as of the Charter Effective Time Closing Date as if made at and as of such time (except to the Charter Effective Time (other than extent that any such representation and warranty made expressly speaks as of a specific earlier dateparticular date or period of time, in which case such representation and warranty shall only be required to be true and accurate, other than de minimis inaccuracies, as of such particular date or period of time); (ii) the representations and warranties of Parent and each Acquisition Sub contained in the first sentence of Section 3.1(a), Section 3.3 (other than Section 3.3(c)), Section 3.4, Section 3.5, Section 3.6(a)(i), and Section 3.21 shall have been true and accurate in all material respects at and as of the date of this Agreement and shall only be required to be true and accurate in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall only be required to be true and accurate in all material respects as of such earlier dateparticular date or period of time), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, in the case of this clause (ii), for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications materiality, “Parent Material Adverse Effect” and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of set forth in such representations and warranties shall be disregarded. ; and (iiiii) Each of the representations and warranties contained of Parent and each Acquisition Sub set forth in Section 3.01 this Agreement (Organization; Good Standing), Section 3.02 other than those representations and warranties referred to in the foregoing clauses (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisori) and Section 3.27 (State Anti-Takeover Statutes; No Rights Planii)) shall have been true and accurate in all material respects at and as of the date of this Agreement and shall only be required to be true and accurate in all material respects at and as of the Charter Effective Time Closing Date as if made at and as of such time (except to the Charter Effective Time (other than extent that any such representation or and warranty made expressly speaks as of a specific earlier dateparticular date or period of time, in which case such representation and warranty shall have been be so true and accurate in all material respects as of such earlier dateparticular date or period of time), except as, individually or in the aggregate, has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Parent Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications materiality, “Parent Material Adverse Effect” and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of set forth in such representations and warranties shall be disregarded. (iii) Each of , provided that the representations and warranties contained reference to Parent Material Adverse Effect in Section 3.06 (Company Capitalization3.8(a) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregardedgiven effect.

Accuracy of Representations. (ia) Each of the representations and warranties of the Company Riesling, New Parent and Merger Sub contained in this Agreement, other than the representations and warranties contained in Section 3.01 (Organization; Good Standing)Riesling Specified Representations, Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.06 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been be accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that where any inaccuracies inaccuracy in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracieswarranties, individually or in the aggregate, do has not constitutehad, and would not reasonably be expected to have, a Company Riesling Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties warranties, all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded.; (iib) Each each of the representations and warranties contained in Section 3.01 2.7(a) (Absence of Changes) shall have been accurate in all respects (except for any de minimis inaccuracy) as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than such representations and warranties made as of a specific earlier date, which shall have been accurate in all respects (except for any de minimis inaccuracy) as of such earlier date); and (c) each of the representations and warranties contained in the first sentence of Section 2.1(a)-(b) (Organization; Good Standing), Section 3.02 2.2(a) (Corporate Power; EnforceabilityCapitalization), Section 3.03 2.3 (Requisite Stockholder Approval), Authority) and Section 3.07 2.25 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of No Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plancollectively, the “Riesling Specified Representations”) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time Closing Date as if made on and as of the Charter Effective Time Closing Date (other than any such representation or warranty representations and warranties made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.

Accuracy of Representations. (i) Each The representations and warranties of the Sellers contained in Article 3 (other than the Seller Fundamental Representations) shall be true, accurate and complete (without giving effect to any limitation indicated by the words “Material Adverse Effect”, “in all material respects,” “material,” “materiality” or words of similar import) as of the Closing Date with the same effect as though made at and as of the Closing Date, except for such failures (considered collectively) to be true and correct that would not have a Material Adverse Effect (other than those representations and warranties that address matters only as of a specified date, in which case such representations and warranties shall be true, accurate and complete (without, except as set forth below, giving effect to any limitation indicated by the words “Material Adverse Effect”, “in all material respects,” “material,” “materiality” or words of similar import) as of such date, except for such failures (considered collectively) to be true and correct that would not have a Material Adverse Effect), (ii) the representations and warranties of the Company Sellers contained in this AgreementSection 3.1 (Organizational Matters; Authority), Section 3.2(a)(i) (Non-Contravention and Consents), Section 3.3 (Solvency), Section 3.7 (Title to Assets) and Section 3.12 (Brokers’ and Finders’ Fees) shall be true, accurate and complete in all respects as of the Closing Date with the same effect as though made at and as of the Closing Date (other than such representations and warranties that address matters only as of a specified date, in which case such representation and warranties shall be true, accurate and complete in all respects as of such date) and (iii) the Seller Fundamental Representations (other than the representations and warranties of the Sellers contained in Section 3.01 3.1 (OrganizationOrganizational Matters; Good StandingAuthority), Section 3.02 3.2(a)(i) (Corporate Power; EnforceabilityNon-Contravention and Consents), Section 3.03 3.3 (Requisite Stockholder ApprovalSolvency), Section 3.06 3.7 (Company Capitalization), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial AdvisorTitle to Assets) and Section 3.27 3.12 (State Anti-Takeover Statutes; No Rights PlanBrokers’ and Finders’ Fees)) shall have been be true, accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (ii) Each of the representations and warranties contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Power; Enforceability), Section 3.03 (Requisite Stockholder Approval), Section 3.07 (Subsidiaries), Section 3.25 (Brokers), Section 3.26 (Opinion of Financial Advisor) and Section 3.27 (State Anti-Takeover Statutes; No Rights Plan) shall have been accurate complete in all material respects as of the date of this Agreement Closing Date with the same effect as though made at and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time Closing Date (other than any such representation or warranty made representations and warranties that address matters only as of a specific earlier specified date, in which case such representation and warranties shall have been be true, accurate and complete in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded. (iii) Each of the representations and warranties contained in Section 3.06 (Company Capitalization) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that, in the aggregate, do not cause the aggregate Merger Consideration and the aggregate Pre-Closing Dividend amount to be paid by Parent hereunder in order to effectuate the Merger and the Pre-Closing Dividend to increase by $10 million or more, will be disregarded.