Common use of Certificate of Parent Clause in Contracts

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive Officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in this Agreement are true and correct as referenced above; and (ii) all covenants, obligations and conditions in this Agreement to be performed by Parent and Merger Sub at or before the Effective Time have been performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive its President or its Chief Financial Officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in and Merger Sub under this Agreement are true and correct as referenced above; andcomplete in all material respects; (ii) all covenants, obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects; and (iii) the transactions contemplated by this Agreement have been approved by the Board of Directors of Parent.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive Officer executive officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in this Agreement are true and correct as referenced above; and (ii) all covenants, obligations and conditions in this Agreement to be performed by Parent and Merger Sub at or before the Effective Time have been performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of the Parent by an Executive Officer one of Parent its executive officers to the effect that, as of the Effective Time: (i) all representations and warranties made by the Parent in this Agreement are true and correct as referenced abovein all material respects; and (ii) all covenants, obligations and conditions in of this Agreement to be performed by the Parent and Merger Sub at on or before the Effective Time such date have been performed in all material respectsso performed.

Certificate of Parent. The Company shall have been provided with --------------------- a certificate executed on behalf of Parent by an Executive its President and its Chief Financial Officer of Parent or Treasurer to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in and Merger Sub under this Agreement are true and correct as referenced abovecomplete in all material respects; and (ii) all covenants, obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with received a certificate --------------------- executed on behalf of Parent by an Executive Officer appropriate officer of Parent to the effect that, as of the Effective TimeClosing: (i) all representations and warranties made by Parent and Sub in this Agreement were true and correct when made and are true and correct in all material respects on and as referenced aboveof the Closing Date as though such representations and warranties were made on and as of such time; and (ii) all covenants, covenants and obligations and conditions in under this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time Closing have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive Officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in and Merger Sub under this Agreement are true and correct as referenced abovecomplete; and (ii) all covenants, obligations and conditions in of this Agreement to be performed by the Parent and Merger Sub at on or before the Effective Time such date have been performed in all material respectsso performed.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive Officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in this Agreement are true and correct in all material respects as referenced above; and (ii) all covenants, obligations and conditions in this Agreement to be performed by Parent and Merger Sub LLC at or before the Effective Time have been performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive Officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in this Agreement are true and correct as referenced above; and (ii) all covenants, obligations and conditions in this Agreement to be performed performed, observed and complied with by Parent and Merger Sub at or before the Effective Time have been performed performed, observed and complied with in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive its President or its Chief Financial Officer of Parent or Treasurer to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in and Merger Sub under this Agreement are true and correct as referenced above; andcomplete in all material respects; (ii) all covenants, obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects; and (iii) the transactions contemplated by this Agreement have been approved by the Board of Directors of Parent.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of the Parent by an Executive Officer one of Parent its executive officers to the effect that, as of the Effective Time: (i) Closing Date, all representations and warranties made by the Parent and Sub in this Agreement are true and correct as referenced abovecorrect; and (ii) and all covenants, obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been performed in all material respectsso performed.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive Officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in this Agreement are true and correct in all material respects as referenced above; and (ii) all covenants, obligations and conditions in this Agreement to be performed by Parent and Merger Sub at or before the Effective Time have been performed in all material respects.

Certificate of Parent. The Company shall have been provided with a --------------------- certificate executed on behalf of Parent by an Executive Officer of Parent its President to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent and Sub in this Agreement are true and correct as referenced above; andin all material respects; (ii) all covenants, covenants and obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive its Chief Financial Officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in and Merger Sub under this Agreement are true and correct as referenced above; andcomplete in all material respects; (ii) all covenants, obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects; and (iii) the transactions contemplated by this Agreement have been approved by the Board of Directors of Parent.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive its President and its Chief Financial Officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in and Merger Sub under this Agreement are true and correct as referenced abovecomplete; and (ii) all covenants, obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been performed in all material respectsso performed.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive its President and its Chief Financial Officer of Parent to the effect that, that as of the Effective TimeClosing Date: (i) all representations and warranties made by Parent in and Merger Sub under this Agreement are true and correct as referenced abovecomplete in all material respects; and (ii) all covenants, obligations obligations, and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with a --------------------- certificate executed on behalf of Parent by an Executive Officer officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent and Sub in this Agreement are true and correct as referenced above; andin all material respects; (ii) all covenants, covenants and obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects. (iii) the conditions set forth in Section 6.2(b) have been -------------- satisfied.

Certificate of Parent. The Company shall have been provided with received a certificate --------------------- executed on behalf of Parent by an Executive Officer of Parent a Vice President to the effect that, as of the Effective TimeClosing: (i) all representations and warranties made by Parent and Sub in this Agreement were true and correct when made and are true and correct in all material respects on and as referenced aboveof the Closing Date as though such representations and warranties were made on and as of such time; and (ii) all covenants, covenants and obligations and conditions in under this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time Closing have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate Certificate executed on behalf of Parent by an Executive Officer of Parent its President to the effect that, as of the Effective Time: (i1) all of the representations and warranties made by Parent and Sub in this Agreement are true and correct in all material respects at the Effective Time as referenced abovethough such representations and warranties were made at the Effective Time; and (ii2) all covenants, covenants and obligations and conditions in of this Agreement to be performed by the Parent and Merger Sub at on or before prior to the Effective Time have been performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive its President and its Chief Financial Officer of Parent to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in and Merger Sub under this Agreement are true and correct as referenced abovein all material respects; and (ii) all covenants, obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive its President and its Chief Financial Officer of Parent or Treasurer to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent in and Merger Sub under this Agreement are true and correct as referenced abovecomplete in all material respects; and (ii) all covenants, obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with a --------------------- certificate executed on behalf of Parent by an Executive Officer of Parent its President to the effect that, as of the Effective Time: (i) all representations and warranties made by Parent and Sub in this Agreement are true and correct as referenced abovein all material respects; and (ii) all covenants, covenants and obligations and conditions in this Agreement to be performed by Parent and Merger or Sub at on or before the Effective Time such date have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive its President and its Chief Financial Officer of Parent to the effect that, that as of the Effective TimeClosing Date: (i) all representations and warranties made by Parent in under this Agreement are true and correct as referenced abovecomplete in all material respects; and (ii) all covenants, obligations obligations, and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with received a --------------------- certificate executed on behalf of Parent by an Executive Officer of Parent a Vice President to the effect that, as of the Effective TimeClosing: (i) all representations and warranties made by the Parent Parties in this Agreement were true and correct when made and are true and correct in all material respects on and as referenced aboveof the Closing Date as though such representations and warranties were made on and as of such time; and (ii) all covenants, covenants and obligations and conditions in under this Agreement to be performed by the Parent and Merger Sub at Parties on or before the Effective Time Closing have been so performed in all material respects.

Certificate of Parent. The Company shall have been provided with a certificate from Parent executed on its behalf of Parent by an Executive Officer authorized officer of Parent to the effect that, as of the Effective TimeMerger Date: (i) all representations and warranties made by Parent in this Agreement are true and correct as referenced abovein all respects; and (ii) all covenants, covenants and obligations and conditions in of this Agreement to be performed by Parent and Merger Sub at on or before the Effective Time such date have been so performed in all material respects.