Common use of Certificate of Parent Clause in Contracts

Certificate of Parent. The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Sub in this Agreement (other than the representations and warranties of Parent and Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date; (ii) Parent and Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing; and

Certificate of Parent. The Company shall have received a certificate from Parent executed by a Vice President the Chief Executive Officer or Chief Financial Officer of Parent for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Sub in this Agreement (other than the representations and warranties of Parent and Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date; (ii) Parent and Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing; and.

Certificate of Parent. The Company shall have received a certificate from executed on behalf of Parent executed by a Vice President for and on its behalf duly authorized officer of Parent to the effect that, as of the Closing: (i) all the representations and warranties made by of Parent and Sub in this Agreement (other than the representations and warranties of the Parent and Sub as of a specified date, which were will be true and correct as of such date) were true and correct on the date they were made and are shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date;time; and (ii) Parent and Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed or and complied with by such parties Parent and Sub as of the Closing; and.

Certificate of Parent. The Company shall have received a certificate from certificate, validly executed on behalf of Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Sub the Subs in this Agreement (other than the representations and warranties of Parent and Sub the Subs as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date;time; and (ii) Parent and Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed by Parent and the Subs on or complied with by such parties as of before the Closing; andClosing have been so performed in all material respects.

Certificate of Parent. The Company shall have received a certificate from Parent executed by a Vice its President or Chief Executive Officer for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Merger Sub in this Agreement (other than the representations and warranties of Parent and Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than the representations and warranties of Parent and Merger Sub as of a specified date, which were true and correct as of such date); (ii) Parent and Merger Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing; and (iii) the condition to the obligations of the Company set forth in Section 5.3(c) has been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Sub in this Agreement (other than the representations and warranties of Parent and Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date;; and (ii) Parent and Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing; and.

Certificate of Parent. The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Sub in this Agreement (other than the representations and warranties of Parent and Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date; (ii) Parent and Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing; and (iii) the conditions to the obligations of the Company set forth in this Section 7.3 have been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Sub in this Agreement (other than the representations and warranties of Parent and Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date; (ii) Parent and Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing; and (iii) the condition to the obligations of the Company set forth in Section 6.2(a) has been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Sub in this Agreement (other than the representations and warranties of Parent and Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date; (ii) Parent and Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing; and (iii) the condition to the obligations of the Company set forth in Section 6.2(b) has been satisfied (unless otherwise waived in accordance with the terms hereof).