Each of Purchaser’s and PCM’s representations and warranties in this Agreement must be accurate (i) in all respects (in the case of any representation or warranty qualified by materiality or a similar term); or (ii) in all material respects (in the case of any representation or warranty not qualified by materiality or a similar term), in each case as of the Closing Date (except representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of the specified date).