REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND THE COMPANY. Seller and the Company shall have complied in all material respects with each of their agreements and covenants contained herein to be performed on or prior to the Closing Date, and all the representations and warranties of Seller and the Company contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (i) as otherwise expressly contemplated hereby and (ii) to the extent such representations and warranties were made as of a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true, in all material respects, as of the specified date. Buyer shall have received a certificate of the Company, dated the Closing Date, certifying as to the fulfillment of the conditions set forth in this Section 7.01.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND THE COMPANY. As an inducement to Purchaser to enter into and perform its obligations under this Agreement, and in consideration of the covenants of Purchaser contained herein, each of Seller and the Company (subject to Section 5.12) represents, warrants and covenants to Purchaser as follows:
