Common use of REPRESENTATIONS AND WARRANTIES OF PIF Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PIF. (i) the representations and warranties of PIF and Merger Sub set forth in Sections 4.2(a), 4.2(b)(i), 4.6 and 4.23 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any 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); and (ii) the representations and warranties of PIF and Merger Sub set forth in this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii)) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any 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), without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.3(a)(ii) shall be deemed to have been satisfied even if any such representations and warranties of PIF and Merger Sub are not so true and correct, without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, unless the failure of such representations and warranties of PIF and Merger Sub to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a PIF Material Adverse Effect. SLIC shall have received a certificate signed on behalf of PIF by the Chief Executive Officer or the Chief Financial Officer of PIF and Merger Sub to the effect that the conditions set forth in this Section 8.3 have been satisfied.