Bring-Down of Cxxxxxx and Purchasers’ Warranties and Covenants. The warranties and representations made by Cxxxxxx and Purchasers herein to Sellers and Wxxxx Canada shall be true and correct in all material respects (except those qualified by materially which shall be true and correct in all respects) on and as of the Closing Date with the same effect as if such warranties and representations had been made on and as of the Closing Date (other than any such representation or warranties that were made as of a specific date, which representations and warranties will be true and correct as of such date), and Cxxxxxx and Purchasers shall have performed and complied in all material respects with all agreements, covenants and conditions on its part required to be performed or complied with on or prior to the Closing Date (except those qualified by materiality which shall have been performed and complied with in all respects); and at the Closing, Sellers and Wxxxx Canada shall have received a certificate executed by an authorized officer of Cxxxxxx and each Purchaser to the foregoing effect.
