Macrospace Shareholder Representations. The representations and warranties of the Macrospace Shareholders set forth in Section 3.1 of Article 3 (as qualified by the Macrospace Disclosure Letter) (a) that are qualified as to materiality will be true and correct on and as of the Closing Date with the same force and effect as if all such representations and warranties had been made on the Closing Date at the Closing, and (b) that are not qualified as to materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if all such representations and warranties had been made on the Closing Date at the Closing (except for any such representation or warranty that, by the express terms of such representation or warranty as set forth in a specific subsection of Section 3.1, speaks only as of a specific date or dates, in which case such representation and warranty shall be true and correct on and as of such specified date or dates), and Sorrent will have received a certificate to such effect executed by the Representative; provided, however, that no inaccuracy of a representation or warranty of the Macrospace Shareholders which directly, proximately and foreseeably results from a Macrospace Shareholder taking any actions which such Macrospace Shareholder is expressly required or expressly authorized to take pursuant to the terms and conditions of this Agreement shall be deemed to constitute the basis for the failure of the condition set forth in this Section 9.1.
