Accuracy of the Company’s and the Selling Stockholder’s Representations and Warranties; Performance by the Company and the Selling Stockholder. The Company and the Selling Stockholder shall have each delivered any certificates, opinions and letters of counsel and accountants’ letter, as applicable, as required to be delivered pursuant to Section 4 on or before the date on which delivery of such certificate is required pursuant to Section 4 hereof. The Selling Stockholder and the Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Selling Stockholder or the Company, as applicable, at or prior to such date, including, but not limited to, the covenants contained in Section 4(b)(iii).

Accuracy of the Representations and Warranties of the Company and the Selling Stockholder; Performance by the Company and the Selling Stockholder. The Company and the Selling Stockholder shall have each delivered any certificates, opinions and letters of counsel and accountants’ letter, as applicable, as required to be delivered pursuant to Section 4 on or before the date on which delivery of such certificate is required pursuant to Section 4 hereof. The Company and the Selling Stockholder shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or the Selling Stockholder, as applicable, at or prior to such date.