Representations and Warranties True; Right of Offset. (a) All of the representations and warranties of CHC contained in Article 2 of this Agreement shall be true and correct as of the date of this Agreement, shall be deemed to have been made again at and as of the Closing, and shall be true and correct at and as of the date of Closing (without taking into account any disclosures made by CHC to Rx Medical and Acquisition Corp pursuant to 5.5 hereof). CHC shall have performed or complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. Rx Medical and Acquisition Corp shall be furnished with a certificate of the President or any Vice President of CHC, dated the Closing Date, in such person's corporate capacity, certifying to the truth and accuracy of CHC's representaions and warranties as of the time of the Closing and to the fulfillment of such covenants and conditions. For the purposes of this 7.1 only, CHC shall have breached its representations and warranties hereunder (and shall be deemed not to have complied with the covenants and conditions to be performed or complied with by CHC hereunder) if such breach results in undisclosed liabilities, claims, obligations, causes of action, losses, damages or expenses (collectively, the "Losses"), determined within six (6) months after the Effective Date, in excess of $500,000.
