definiens: means $ 50,000 ) ( ii ) other representations and warranties of Seller cont ained in this Agreement ( A ) that are not qualified as to shall be true and correct in all mate rial respects as of the Closing, and ( B ) that are q ualified as to shall be true and correct in all resp ects as of the Closing, except to the extent such r epresentations and warranties referred to in the preceding clauses ( A ) and ( B ) are made as of a date other than the d ate hereof, in which case such representations and warranties shal l be true and correct in all material respects or t rue and correct, as the case may be, as of such other date, and ( iii ) the covenants and agreements contained in this Ag reement to be complied with by Seller at or before the Closing shall have been complied with in all material resp ects ; ( b)No Order . No Governmental Authority shall have e nacted, issued, promulgated, enforced or entered an y Law or Governmental Order that has the effect of making th e transactions contemplated by this Agreement illeg al or otherwise restraining or prohibiting the consummati on of such transactions ; ( c)Novartis Letter . The Novartis Letter shall not h ave been rescinded or revoked and there shall not h ave otherwise been any Material Amendment ; and ( d)No Material Adverse Effect . Since the date hereo f there shall not have occurred a Material Adverse Effect