REPRESENTATIONS, WARRANTIES OF THE SHAREHOLDERS AND COVENANTS OF THE COMPANY AND THE SHAREHOLDERS. All representations and warranties of the Shareholders contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties were made on the Closing Date, except to the extent that such representations and warranties expressly relate to any earlier date, and the Company and the Shareholders shall have performed and complied in all material respects with all the covenants and agreements and satisfied in all material respects all the conditions required by this Agreement to be performed, complied with or satisfied by the Company and each of the Shareholders on or prior to the Closing Date. The Company and each of the Shareholders must have delivered to Lithia a certificate dated as of the Closing Date certifying that this condition has been fulfilled.
