Common use of Certificate of Grace Clause in Contracts

Certificate of Grace. (a) Grace shall have delivered to Buyer a certificate of Grace, dated the Closing Date, signed by a Vice President or more senior officer of Grace certifying that (except as specifically set forth in such certificate): (i) each and every representation and warranty of Grace under this Agreement that is qualified as to materiality is true and accurate and each of the representations and warranties of the Selling Companies under this Agreement that are not so qualified is true and accurate in all material respects as of the Closing and (ii) Grace and the other Selling Companies have in all material respects performed or complied with at or prior to the Closing all of the covenants and agreements required to be performed by them at or prior to the Closing pursuant to this Agreement. (b) If the certificate referred to in Section 10.4(a) sets forth any exceptions to the statement set forth in clause (ii) of such Section, the condition precedent to the obligations of the Buying Companies under Section 10.2 shall not have been fulfilled.