Bring-Down of Buyer Warranties and Covenants. (a) All warranties and representations made by Buyer herein to Sellers in Article_V shall be true and correct on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) with the same effect as if such warranties and representations had been made on and as of the Closing Date, except where any such failures to be so true and correct, individually or in the aggregate, would not reasonably be expected to result in a Buyer Material Adverse Effect; (b) Buyer shall have performed and complied with, in all material respects, all agreements, covenants and conditions on its part required to be performed or complied with by this Agreement on or prior to the Closing Date; and (c) at the Closing, Sellers shall have received a certificate executed by an authorized officer of Buyer evidencing satisfaction of the conditions set forth in clauses (a) and (b).
