The representations and warranties of the Seller and Guarantor contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except that representations and warranties made as of a specific date shall be true and correct in all material respects (except as aforesaid) on such date); the Seller and the Company shall have in all material respects performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by the Seller, the Guarantor and the Company on or prior to the Closing Date; and the Seller shall have delivered to the Purchaser a certificate, dated the dale of the Closing Dale and signed by an executive officer of the Seller, to the foregoing effect.