Representations and Warranties of Talisman to be True. The representations and warranties of Talisman 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; Talisman shall have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date; and Talisman shall have delivered to Empire a certificate of Talisman in form and substance satisfactory to Empire, dated the Closing Date and signed by its President or Vice President to all such effects.
