Bring-Down of Sellers’ and Wxxxx Canada’s Warranties and Covenants. The warranties and representations made by Sellers and Wxxxx Canada herein to Cxxxxxx and Purchasers shall be true and correct in all material respects (except those qualified by materiality 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 representations and warranties that were made as of a specific date, which representations and warranties will be true and correct as of such date), and Sellers and Wxxxx Canada 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 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, Cxxxxxx and Purchasers shall have received a certificate executed by an authorized officer of each Seller to the foregoing effect.
