Federated’s and Passport’s (pre-Closing) obligations to consummate any Transaction shall be subject to the condition that there shall have been no material breach in the performance of any covenant of Jones or Buyer set forth herein or in any Ancillary Closing Document, and each of the representations and warranties of Jones or Buyer contained in this Agreement or in any Ancillary Closing Document shall be true and correct in all material respects as of the date(s) on which the Transaction is consummated, except for representations and warranties that are made by their terms as of a specified date, which shall be true and correct in all material respects as of the specified date, and except for representations and warranties that already contain a materiality qualifier, which shall be true and correct in all respects. Jones’ and Buyer’s obligations to consummate any Transaction shall be subject to the condition that there shall have been no material breach in the performance of any covenant of Federated or Passport (pre-Closing) set forth herein or in any Ancillary Closing Document, and each of the representations and warranties of Federated or Passport (pre-Closing) contained in this Agreement or in any Ancillary Closing Document shall be true and correct in all material respects as of the date(s) on which the Transaction is consummated, except for representations and warranties that are made by their terms as of a specified date, which shall be true and correct in all material respects as of the specified date, and except for representations and warranties that already contain a materiality qualifier, which shall be true and correct in all respects. With respect to the Closing of the Passport Transfer and EJMMF Adoption, each Party shall have delivered to the other Parties a written certificate executed by an authorized executive officer of such Party certifying, in reasonable detail, the fulfillment of the foregoing conditions as applicable to such Party.