Representations, Warranties and Covenants; Obligations of the Purchaser; Certificate. All of the Purchaser’s representations and warranties made in this Agreement shall be materially true and correct as of the date hereof and as of the date of Closing as if then made, there shall have occurred no material adverse change in the financial condition of the Purchaser since the date hereof, the Purchaser shall have performed all of the covenants and other obligations under this Agreement applicable to the Purchaser.
Representations, Warranties and Covenants; Obligations of the Purchaser; Certificate. All of the Purchaser’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made; and the Purchaser shall have performed in all material respects all of its covenants and other obligations under this Agreement. Further, a duly authorized officer of the Purchaser shall have executed at Closing a “bring down certificate” with respect to the aforesaid representations and warranties. Each of the conditions contained in this Section are intended for the benefit of Seller and may be waived in whole or in part, by Seller. In the event that Seller elects to terminate this Agreement as a result of a failure of a condition precedent to Seller’s obligations, Seller shall be authorized to terminate this Agreement and shall direct the Escrow Agent to refund of the Xxxxxxx Money, less the Independent Contract Consideration, to Purchaser without any further notice to Escrow Agent.
