Extract to table

Specifically, this Certificate is relevant to the Buyer's evaluation of whether: (i) the representations and warranties of the Company and the Selling Stockholders set forth in the SPA are true and correct in all material respects (or, where qualified by "Material Adverse Effect" or other materiality qualifiers, in all respects) as of the Closing Date as though made on and as of such date (except for representations and warranties that by their express terms relate to a specific date, which shall be true and correct as of such specific date); (ii) no Material Adverse Effect (as defined in SPA Section 1

The SPA is governed by the laws of the State of Delaware, without regard to conflicts-of-laws principles, and provides for the acquisition by Cascade of all of the outstanding capital stock of NovaMart from the Selling Stockholders in exchange for the Payment Price, to be funded from Cascade's existing cash on hand and a new $750,000,000 term loan facility provided by a syndicate led by Greaves Bancorp Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings assigned to them in the SPA