Each of the representations and warranties of Purchaser and the Company contained in Section 5 shall be true and correct [as though made on and as of the Closing Date and Buyer shall, on or before the Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed by it on or before the Closing.  Buyer shall have delivered to Sellers a certificate of Buyer dated as of the Closing to the foregoing effect .