IA shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, except to the extent that any failure to perform or comply (other than a willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of IA) does not, or will not, constitute a Material Adverse Effect with respect to IA taken as a whole, and Grom have received IA Closing Certificate to such effect.