The representations and warranties of Buyer qualified as to materiality or Material Adverse Effect set forth herein shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.