The Company’s representations and warranties contained in Article III hereof shall be true and correct at and as of the Closing as though made as of the Closing Date (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) . The Company shall have performed and complied in all material respects with all of the covenants, agreements and conditions contained in this Agreement required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. In the event the Closing Date occurs after the date of this Agreement, the Holder shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit C .