Representations and Warranties of Empire to be True. The representations and warranties of Empire herein contained shall be true in all material respects at the Closing Date with the same effect as though made at such time, except to the extent waived hereunder or affected by the transactions contemplated herein; Empire shall have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to the Closing Date; and Empire shall have delivered to Talisman a certificate of Empire in form and substance satisfactory to Talisman, dated the Closing Date and signed by its President and its principal financial officer, to all such effects. Exhibit 2.04
