Common use of Accuracy of Warranties and Performance of Covenants Clause in Contracts

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Cyprus Amax and Specialty contained herein shall be accurate in all material respects when made and as of the Closing Date, except as to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation of a covenant) or otherwise contemplated by this Agreement, and also except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. In no event shall a Material Adverse Effect be deemed to result from pricing fluctuations in lithium carbonate. Cyprus Amax shall have performed all of its obligations and complied with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing Date, except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Cyprus Amax shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences ("Cyprus Amax's Bring Down Certificate"); provided, -------- however, that such certificate may disclose any facts or circumstances arising ------- after the date hereof or coming to the attention of Cyprus Amax as having caused the condition specified in this Section 6.1.1 not to be satisfied; and (i) if Buyer, nevertheless, decides to Close, the breach or failure shall be deemed cured and may not be relied upon by Buyer or the Company to avoid any of their obligations hereunder, impose any liabilities or obligations upon Cyprus Amax or Specialty or otherwise recover from Cyprus Amax or Specialty with respect thereto, or (ii) if Buyer decides not to Close, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunder. Buyer's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to refuse to complete the Closing under this Agreement.

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Cyprus Amax and Specialty Seller contained herein shall be accurate in all material respects when made and as of the Closing Date, Date except as to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation pursuant to Section 6.1 of a covenant) this Agreement or otherwise as contemplated by this AgreementAgreement and, and also except for such instances which which, in the aggregate could aggregate, do not reasonably be expected to result in a Material Adverse Effect. In no event shall a Material Adverse Effect be deemed to result from pricing fluctuations in lithium carbonate. Cyprus Amax Seller shall have performed performed, in all of its material respects, all obligations and complied with each and all of the covenants covenants, agreements and agreements conditions required to be performed or complied with on or prior to the Closing DateClosing, except for such instances which which, in the aggregate could aggregate, do not reasonably be expected to result in a Material Adverse Effect. Cyprus Amax Seller shall have delivered an Officerofficer's Certificate certificate confirming the matters in each of the foregoing sentences ("Cyprus Amax's Bring Down Certificate")sentences; provided, -------- however, that at least five (5) business days before Closing such certificate may disclose any facts or circumstances arising ------- after the date hereof or coming to the attention of Cyprus Amax as having caused Seller after the condition specified in this Section 6.1.1 not date hereof which would cause any representations and warranties to be satisfied; incorrect or agreements or covenants to be unfulfilled and (i) if Buyer, nevertheless, Purchaser nevertheless decides to Closeconsummate the transactions contemplated hereby, the breach or failure so disclosed by Seller shall be deemed cured and waived by Purchaser and may not be relied upon by Buyer or the Company Purchaser to avoid any of their its obligations hereunder, impose any liabilities or obligations upon Cyprus Amax or Specialty Seller or otherwise recover from Cyprus Amax or Specialty Seller with respect thereto, thereto or (ii) if Buyer Purchaser decides not to Closeconsummate the transactions contemplated hereby, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunderhereunder and, if applicable, the Deposit (together with all interest thereon) shall be paid to Purchaser as provided in Section 2.6. BuyerPurchaser's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to receive, if applicable, the Deposit (together with all interest thereon), and refuse to complete the Closing under this Agreement.

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Cyprus Amax and Specialty Seller contained herein shall be accurate in all material respects when made and as of the Closing Date, except as to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation of a covenantany covenant contained herein) or otherwise contemplated by this Agreement, Agreement and also except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. In no event shall a Material Adverse Effect be deemed to result from pricing fluctuations in lithium carbonate. Cyprus Amax Seller shall have performed performed, in all of its material respects, all obligations and complied with each and all of the covenants covenants, agreements and agreements conditions required to be performed or complied with on or prior to the Closing Date, except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Cyprus Amax Seller shall have delivered an Officerofficer's Certificate certificate confirming the matters in each of the foregoing sentences ("Cyprus Amax's Bring Down Certificate")sentences; provided, -------- however, that such certificate may disclose any facts or circumstances arising ------- after the date hereof or coming to the attention of Cyprus Amax as having caused Seller after the condition specified in this Section 6.1.1 not date hereof which would cause any representations and warranties to be satisfiedincorrect or agreements or covenants to be unfulfilled; and (i) if Buyer, nevertheless, decides Purchaser and Parent nevertheless decide to Closeconsummate the transactions contemplated hereby, the breach or failure shall be deemed cured and may not be relied upon by Buyer Purchaser or the Company Parent to avoid any of their its obligations hereunder, impose any liabilities or obligations upon Cyprus Amax or Specialty Seller or otherwise recover from Cyprus Amax or Specialty Seller with respect thereto, or (ii) if Buyer decides Purchaser and Parent decide not to Closeconsummate the transactions contemplated hereby, this Agreement and the proposed transactions contemplated hereunder shall terminateterminate (except as provided in Section 13.2(a)), and each party hereto shall thereafter have no obligation or liability hereunder, Seller shall return the Signing Payment to Parent and the Test Marketing Agreement shall terminate. BuyerPurchaser's and Parent's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, identified on or prior to Closing, shall be to refuse to complete the Closing under this Agreement.

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Cyprus Amax and Specialty Buyer contained herein shall be accurate in all material respects when as if made on and as of the Closing Date, except as to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation of a covenant) or otherwise contemplated by this Agreement, and also except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. In no event shall a Material Adverse Effect be deemed to result from pricing fluctuations in lithium carbonate. Cyprus Amax Buyer shall have performed in all material respects all of its obligations and complied in all material respects with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing Date, except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse EffectClosing. Cyprus Amax Buyer shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences (the "Cyprus AmaxBuyer's Bring Down Certificate"); provided, -------- however, that such certificate may disclose any facts or circumstances arising ------- after which would cause any representations and warranties to be breached or inaccurate, in which case CEX shall be entitled to elect not to consummate the date hereof transactions contemplated hereby as a result of any breach of any representation or coming warranty set forth therein if, and only if, CEX is entitled to so elect pursuant to the attention first two sentences of Cyprus Amax as having caused the condition specified in this Section 6.1.1 not to be satisfied; and (i) if Buyer5. 2.1. If CEX, nevertheless, decides to Closeconsummate the transactions contemplated hereby, the breach or failure inaccuracy of the representations and warranties described in Buyer's Bring Down Certificate shall be deemed cured and may not be relied upon by Buyer or the Company CEX to avoid any of their its obligations hereunder, impose any liabilities or obligations upon Cyprus Amax Buyer or Specialty the Company or otherwise recover from Cyprus Amax Buyer or Specialty the Company with respect thereto, or (ii) if Buyer thereto and Buyer's Schedules to this Agreement shall be automatically deemed amended as of the date hereof and as of the Closing Date to include any matters set forth on Buyer's Bring Down Certificate. If CEX decides not to Closeconsummate the transactions contemplated hereby, as a result of any breach of any representation or warranty pursuant to the first two sentences of this Section 5.2.1, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunderhereunder (other than pursuant to Sections 8.2 and 8.3). BuyerCEX's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to refuse to complete the Closing under under, and to terminate, this Agreement.

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Cyprus Amax Purchaser and Specialty Parent contained herein shall be accurate in all material respects when made and as of the Closing Date, except as to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation of a covenantany covenant contained herein) or otherwise contemplated by this Agreement, Agreement and also except for such instances which in the aggregate could not reasonably be expected to result in a Parent Material Adverse Effect. In no event shall a Material Adverse Effect be deemed to result from pricing fluctuations in lithium carbonate. Cyprus Amax Purchaser and Parent shall have performed all of its obligations and complied with each and all of the covenants covenants, agreements and agreements conditions required to be performed or complied with on or prior to the Closing Date, except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse EffectClosing. Cyprus Amax Purchaser or Parent shall have delivered an Officerofficer's Certificate certificate confirming the matters in each of the foregoing sentences ("Cyprus Amax's Bring Down Certificate")sentences; provided, -------- however, that such certificate may disclose any facts or circumstances arising ------- after the date hereof or coming to the attention of Cyprus Amax as having caused Purchaser or Parent after the condition specified in this Section 6.1.1 not date hereof which would cause any representations and warranties to be satisfiedincorrect or agreements or covenants to be unfulfilled; and (i) if Buyer, nevertheless, Seller nevertheless decides to Closeconsummate the transactions contemplated hereby, the breach or failure shall be deemed cured and may not be relied upon by Buyer or the Company Seller to avoid any of their its obligations hereunder, impose any liabilities or obligations upon Cyprus Amax Purchaser or Specialty Parent or otherwise recover from Cyprus Amax Purchaser or Specialty Parent with respect theretothereto except with respect to the Signing Payment, or (ii) if Buyer Seller decides not to Closeconsummate the transactions contemplated hereby, this Agreement and the proposed transactions contemplated hereunder shall terminateterminate (except as provided in Section 13.2(a)), and each party hereto shall thereafter have no obligation or liability hereunder, other than with respect to the Signing Payment (which Seller shall keep) and the surviving provisions in Section 13.2(a), and the Test Marketing Agreement shall terminate. BuyerExcept with respect to the Signing Payment and such surviving provisions, Seller's sole and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, identified on or prior to Closing, shall be to refuse to complete the Closing under this Agreement.

Accuracy of Warranties and Performance of Covenants. The --------------------------------------------------- representations and warranties of Cyprus Amax and Specialty CEX contained herein shall be accurate (i) in the case of those representations and warranties of CEX which are qualified by materiality thresholds, in all respects as if made on and as of the Closing Date, and (ii) in the case of those representations and warranties of CEX which are not qualified by materiality thresholds, in all material respects when as if made on and as of the Closing Date, except as in each case for inaccuracies which are attributable to matters arising from the date of this Agreement through the Closing in the ordinary course of business (and not in violation of a covenant) or otherwise contemplated by this Agreement, and also except for such instances which after the date hereof. Except in the aggregate could not case of the Transaction Representations made by CEX, the preceding condition shall be deemed to be satisfied unless any Losses reasonably anticipated to be caused by any inaccuracies, as determined pursuant to the preceding sentence, of the representations and warranties of CEX, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. In no event shall have a Material Adverse Effect be deemed to result from pricing fluctuations in lithium carbonateon the Company. Cyprus Amax CEX shall have performed all of its obligations and complied in all material respects with each and all of the covenants and agreements required to be performed or complied with on or prior to the Closing Date, except for such instances which in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Cyprus Amax CEX shall have delivered an Officer's Certificate confirming the matters in each of the foregoing sentences ("Cyprus AmaxCEX's Bring Down Certificate"); provided, -------- however, that such certificate may disclose any facts or circumstances arising ------- after which would cause any representations and warranties to be breached or inaccurate, in which case Buyer shall be entitled to elect not to consummate the date hereof transactions contemplated hereby as a result of any breach of any representation or coming warranty set forth therein if, and only if, Buyer is entitled to so elect pursuant to the attention first three sentences of Cyprus Amax as having caused the condition specified in this Section 6.1.1 not to be satisfied; and (i) if 5. 1.1. If Buyer, nevertheless, decides to Closeconsummate the transactions contemplated hereby, the breach or failure inaccuracy of the representations and warranties described in CEX's Bring Down Certificate shall be deemed cured and may not be relied upon by Buyer or the Company to avoid any of their its obligations hereunder, impose any liabilities or obligations upon Cyprus Amax CEX or Specialty any Continuing Affiliate or otherwise recover from Cyprus Amax CEX or Specialty any Continuing Affiliate with respect thereto, or (ii) if thereto and the Company Disclosure Schedule shall be automatically deemed amended as of the date hereof and as of the Closing Date to include any matters set forth on CEX's Bring Down Certificate. If Buyer decides not to Closeconsummate the transactions contemplated hereby, as a result of any breach of any representation or warranty pursuant to the first three sentences of this Section 5.1.1, this Agreement and the proposed transactions contemplated hereunder shall terminate, and each party hereto shall thereafter have no obligation or liability hereunder. Buyer's sole hereunder (other than pursuant to Sections 8.2 and exclusive remedy, in law or in equity, for any claim related to or arising out of a failure of a condition or breach, whether in contract, tort or otherwise, shall be to refuse to complete the Closing under this Agreement8.