Common use of Agreements and Covenants Clause in Contracts

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, ; and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants Parent and Merger Sub by a duly authorized officer of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to of the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer Chief Executive Officer or Chief Financial Officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthat effect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to Parent by the covenants President and the Chief Financial Officer of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.;

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf by a duly authorized officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and except to the Company shall have received extent that any failure to perform or comply (other than a certificate willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of Parent) does not, or will not, constitute a Material Adverse Effect with respect to the foregoing signed on behalf of Parent, with respect and the Parent Closing Certificate shall include a provision to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subsuch effect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it each of them on or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate with respect to of the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer Chief Executive Officer or Chief Financial Officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthat effect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized senior executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent Parent, Merger Sub I and Merger Sub II shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the First Effective Time. The Company shall have received a certificate with respect signed by an officer of Parent on its behalf to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subeffect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Closing Date, ; and the Company shall have received a certificate with respect to signed by the foregoing signed on behalf of Parent, with respect to chief executive officer and the covenants of Parent, by an authorized executive chief financial officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.such effect; and

Agreements and Covenants. Parent and Merger Sub shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Closing DateEffective Time, and including, without limitation, the Company shall have received a certificate with respect to resignation from the foregoing signed on behalf Board of Parent, with respect to the covenants of Parent, by an authorized executive officer Directors of Parent and a certificate with respect to of those persons currently on the foregoing signed on behalf Board of Merger Sub, with respect to Directors of Parent who are not named as directors following the covenants of Merger Sub, by an authorized executive officer of Merger SubEffective Time in the Proxy Statement.

Agreements and Covenants. Parent and Merger Sub shall will have performed or complied with in all material respects with all its agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Effective Time. Company shall will have received a certificate with respect to the foregoing such effect signed on behalf by an officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf President and the Chief Executive Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf Chief Executive Officer and the Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.;

Agreements and Covenants. Parent and Merger Sub shall have performed or complied (which performance or compliance shall be subject to Parent's or Merger Sub's ability to cure as provided in Section 8.1(e) below) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf by a duly authorized officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent and Merger Sub by an a duly authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them in all material respects on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf Chief Executive Officer and the Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Parent and Merger Sub Subs shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of each Merger Sub, with respect to the covenants of such Merger Sub, by an authorized executive officer of such Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf by a duly authorized officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied complied, in all material respects respects, with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Closing. The Company shall have received a certificate with respect to the foregoing such effect signed on behalf by Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer signatory of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements covenants and covenants required by obligations of this Agreement required to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent and Merger Sub by an a duly authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall will have performed or complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Effective Time. Company shall will have received a certificate with respect to the foregoing such effect signed on behalf by an officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all the covenants, obligations and agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Closing Date, and the . The Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized senior executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants Parent by an officer of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall in all material respects have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company and Shareholders shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect Merger Sub to such effect signed by the foregoing signed on behalf Chief Executive Officer or President of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.;

Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Closing DateEffective Time, and including, without limitation, the Company shall have received a certificate with respect to resignation from the foregoing signed on behalf Board of Parent, with respect to the covenants of Parent, by an authorized executive officer Directors of Parent and a certificate with respect to of those persons currently on the foregoing signed on behalf Board of Merger Sub, with respect to Directors of Parent who are not named as directors following the covenants of Merger Sub, by an authorized executive officer of Merger SubEffective Time.

Agreements and Covenants. Parent and Merger Sub shall have will have, in all material respects, performed or complied in all material respects with all its agreements and covenants required by this Agreement and the Parent Documents to be performed or complied with by it them on or prior to the Closing Date, and the Effective Time. Company shall will have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of each of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateClosing, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf Chief Executive Officer and Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company Novadigm shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized senior executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material Material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf President and Chief Executive Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Closing Date, ; and the Company shall have received a certificate with respect to the foregoing of Parent signed on behalf of Parent, with respect to Parent by the covenants of Parent, by an authorized chief executive officer and the chief financial officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subsuch effect.

Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the . The Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subeffect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it either of them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized senior executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or and complied with all of their covenants hereunder in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to through the Closing Date, and the Closing. The Company shall have received a certificate with respect signed by Parent to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subsuch effect.

Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it Parent and/or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants each of Parent, Parent and Merger Sub by an authorized executive officer of each of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements each of the covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, by an a duly authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it Parent or Merger Sub on or prior to the Closing DateMerger Effective Time, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub 1 shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it Parent or Merger Sub 1 on or prior to the Closing DateMerger 1 Effective Time, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger SubSub 1, with respect to the covenants of Merger SubSub 1, by an authorized executive officer of Merger SubSub 1.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent and Merger Sub by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer signatory of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer signatory of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf Chief Executive Officer or President of Parent, with respect to the covenants of Parent, by an authorized executive officer each of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.;

Agreements and Covenants. Parent and Merger Sub shall have performed or complied compiled in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them or prior to the Closing DateEffective Time, 49 and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf by a duly authorized officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by Article V of this Agreement to be performed or complied with by it each of them on or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate with respect to of the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer Chief Executive Officer or Chief Financial Officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthat effect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf Chief Executive Officer and the Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.; and

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent and Merger Sub by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or and complied with all of their covenants hereunder in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to through the Closing Date, and the Closing. The Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, Parent and Merger Sub by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect respectively, to the covenants of Merger Sub, by an authorized executive officer of Merger Subsuch effect.

Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall in all material respects have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect Merger Sub to such effect signed by the foregoing signed on behalf 37 Chief Executive Officer or Chief Financial Officer of Parent and the President or Vice President of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.;

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants Parent and Merger Sub by a duly authorized officer of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf by a duly authorized officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.. -52- 60

Agreements and Covenants. Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Closing DateEffective Time, and including, without limitation, the Company shall have received a certificate with respect to resignation from the foregoing signed Parent Board of those persons currently on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer Parent Board who are not named as nominees for election as directors of Parent and a certificate with respect to following the foregoing signed on behalf of Merger Sub, with respect to Effective Time in the covenants of Merger Sub, by an authorized executive officer of Merger SubProxy Statement/Prospectus.

Agreements and Covenants. Parent and Merger Sub shall have performed -------------------------- or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants each of Parent, Parent and Merger Sub by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubCompany.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing such effect signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect of Parent to such effect signed by the foregoing signed on behalf President or Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.; and

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized chief executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all of their agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, Effective Time; and Parent shall have delivered to the Company shall have received a certificate with respect to that effect, dated the foregoing date of the Closing and signed on behalf of Parent, with respect to Parent by the covenants President and Chief Financial Officer of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received (i) a certificate with respect to the foregoing signed on behalf of Parent, with respect to the agreements and covenants of Parent, by an authorized executive officer of Parent and (ii) a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the agreements and covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall in all material respects have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an a duly authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthereof.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements each agreement and covenants covenant required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, by an a duly authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. The Parent and the Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on the Parent or the Merger Sub at or prior to the Closing Date, and the Closing. The Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subforegoing.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf by a duly authorized officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing such effect signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed ------------------------ or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it or them on or prior to the Closing Date, and the . The Company shall have received a certificate with respect to of the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer Presidents of Parent and a certificate with respect Merger Sub to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthat effect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all of their agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by it on at or prior to the Closing Date, ; and Parent shall have delivered to the Company shall have received a certificate with respect to that effect, dated as of the foregoing Closing Date and signed on behalf of Parent, with respect to Parent by the covenants President and Chief Financial Officer of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, ; and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied compiled in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them or prior to the Closing Dateand the Closing and the Effective Time, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf by a duly authorized officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements Agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Effective Time except for such noncompliance that does not have a Parent Material Adverse Effect. Company shall have received a certificate with respect to of the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized chief executive officer or chief financial officer of Parent and a certificate with respect Merger Sub to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthat effect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to -55- 57 the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect Parent to the covenants best knowledge of an authorized officer of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed ------------------------ or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf Chairman and the Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.;

Agreements and Covenants. Parent and the Merger Sub Subs shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, Date and the Company ED&F Parties shall have received a certificate with respect to the foregoing such effect from Parent and Merger Sub signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer representative of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf Chief Executive Officer and the Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the Registration Rights Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf President and the Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.;

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects respects, or complied with in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it on or them prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf President and Chief Executive Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate with respect of an executive officer of each of Parent and Merger Sub to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subeffect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects Material Respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to of the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer Manager of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthat effect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate with respect signed by an officer of Parent on its behalf to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subeffect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf Chairman and the Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.;

Agreements and Covenants. Parent and Merger Sub shall in all ------------------------ material respects have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an a duly authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthereof.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer signatory of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer signatory of each of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate with respect to signed by the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer Chief Executive Officer or Chief Financial Officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthat effect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, Closing; and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubParent.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateClosing, and the Company shall have received a certificate with respect to such effect signed by the foregoing signed on behalf Chief Executive Office and Chief Financial Officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it each of them on or prior to the Closing Date, and the Company Effective Time. The Stockholder shall have received a certificate with respect to of the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer Chief Executive Officer or Chief Financial Officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthat effect.

Agreements and Covenants. Parent and Merger Sub shall have performed ------------------------ or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf by a duly authorized officer of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, Parent and Merger Sub by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Subthat effect.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent its President and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger SubChief Financial Officer.

Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Closing DateClosing, except in each case where any breach(es) of such agreements and the covenants have not resulted in a Parent Material Adverse Change. The Company shall have received a certificate with respect to the foregoing such effect signed on behalf of Parent, with respect to the covenants of Parent, Parent by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, Sub by an authorized executive officer of Merger Sub.