Extract to table

2(a) provides that the representations and warranties of the Sellers set forth in Article III of the SPA shall be true and correct in all respects (subject to the materiality and material adverse effect qualifiers set forth therein) as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case it shall be true and correct as of such earlier date)

2(b) provides that no material adverse effect shall have occurred since the date of the SPA (June 10, 2024) and be continuing as of the Closing Date

1, the SPA shall become void and of no further force or effect, and there shall be no liability on the part of any party hereto, except that the following provisions shall survive termination: (i) the confidentiality obligations set forth in Section 5

3 includes a proviso that the foregoing limitation on liability shall not relieve any party from liability for damages arising from a "willful and material breach" of the SPA

To illustrate: it is true that the conditions precedent to funding under the Commitment Letter include a "SPA Rep Condition" requiring that the representations and warranties of the Sellers under the SPA be true and correct, and a "No MAE Condition" requiring that no MAE shall have occurred

Under the well-established Delaware canon that all provisions of a contract must be given effect and no provision should be rendered superfluous, see DCV Holdings, Inc