The representations and warranties of the Seller Parties in ARTICLE III (without giving effect to any “materiality,” “in all material respects,” “Seller Material Adverse Effect,” or similar qualifiers), shall be true and correct on the date of this Agreement and as of the Closing Date as if remade on the Closing Date (except, in each case, for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such specific date), with only such failures to be so true and correct, taken as a whole, as have not resulted, and would not reasonably be expected to result in a Seller Material Adverse Effect; provided , however , that the Seller Fundamental Representations shall be true and correct in all respects as of the applicable dates referred to above.