Common use of Certificate of Parent Clause in Contracts

Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent and Subsidiary by the Chief Executive Officer of each to the effect that, as of the Closing: (i) all representations and warranties made by the Parent and Subsidiary in this Agreement (other than the representations and warranties of the Parent and Subsidiary as of a specified date, which will be true and correct as of such date) were true and correct on and as of: (A) the date of this Agreement and (B) the Effective Time as though such representations and warranties were made on and as of the Effective Time; (ii) all covenants and obligations under this Agreement to be performed by Parent and Subsidiary on or before the Closing have been so performed; and (iii) the conditions to the obligations of the Company and the Principals set forth in Section 5.03 have been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by a Vice President or higher level officer for and Subsidiary by the Chief Executive Officer of each on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by the Parent and Subsidiary Sub in this Agreement (other than the representations and warranties of the Parent and Subsidiary Sub as of a specified date, which will be 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: (A) of the date of this Agreement and (B) the Effective Time Closing Date as though such representations and warranties were made on and as of the Effective Time;such time; and (ii) all covenants and obligations under this Agreement to be performed by Parent and Subsidiary Sub on or before the Closing have been so performed; and (iii) the conditions to the obligations of the Company and the Principals set forth performed in Section 5.03 have been satisfied (unless otherwise waived in accordance with the terms hereof)all material respects.

Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent and Subsidiary by the Chief Executive Officer of each to the effect that, as of the Closing: (i) all representations and warranties made by the Parent and Subsidiary Sub in this Agreement (other than the representations and warranties of the Parent and Subsidiary Sub as of a specified date, which will be true and correct as of such date) were true and correct on and as of: (A) of the date of this Agreement and (B) the Effective Time as though such representations and warranties were made on and as of the Effective TimeAgreement; (ii) all covenants and obligations under this Agreement to be performed by Parent and Subsidiary Sub on or before the Closing have been so performed; and (iii) the conditions to the obligations of the Company and the Principals Members set forth in Section 5.03 6.3 have been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate certificate, validly executed on behalf of Parent by a Vice President for and Subsidiary by the Chief Executive Officer of each on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by the Parent and Subsidiary Sub in this Agreement (other than the representations and warranties of the Parent and Subsidiary Sub as of a specified date, which will be 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: (A) of the date of this Agreement and (B) the Effective Time Closing Date as though such representations and warranties were made on and as of the Effective Time;such time; and (ii) all covenants and obligations under this Agreement to be performed by Parent and Subsidiary Sub on or before the Closing have been so performed; and (iii) the conditions to the obligations of the Company and the Principals set forth performed in Section 5.03 have been satisfied (unless otherwise waived in accordance with the terms hereof)all material respects.

Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent and Subsidiary by the Chief Executive Officer of each a Vice President to the effect that, as of the Closing: (i) all representations and warranties made by the Parent and Subsidiary Sub in this Agreement (other than the representations and warranties of the Parent and Subsidiary as of a specified date, which will be true and correct as of such date) were true and correct (without regard to any materiality qualifications set forth therein) in all material respects when made and on and as of: (A) of the date of this Agreement and (B) the Effective Time Closing Date as though such representations and warranties were made on and as of the Effective Timesuch time; (ii) all covenants and obligations under this Agreement to be performed by Parent and Subsidiary Sub on or before the Closing have been so performedperformed in all material respects; and (iii) the conditions to the obligations of the Company and the Principals set forth in this Section 5.03 6.3 have been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent and Subsidiary by the Chief Executive Officer of each to the effect that, as of the Closing: (i) all representations and warranties made by the Parent and Subsidiary Merger Sub in this Agreement (other than the representations and warranties of the Parent and Subsidiary Merger Sub as of a specified date, which will be true and correct as of such date) were true and correct on and as of: (A) the date of this Agreement and (B) the Effective Time as though such representations and warranties were made on and as of the Effective Time; (ii) all covenants and obligations under this Agreement to be performed by Parent and Subsidiary Merger Sub on or before the Closing have been so performed; and (iii) the conditions to the obligations of the Company and the Principals set forth in Section 5.03 6.3 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 of Parent and Subsidiary by the Chief Executive Officer of each to the effect that, as of the Closing: (i) all representations and warranties made by the Parent and Subsidiary Sub in this Agreement (other than the representations and warranties of the Parent and Subsidiary Sub as of a specified date, which will be 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: (A) of the date of this Agreement and (B) the Effective Time Closing Date as though such representations and warranties were made on and as of the Effective Timesuch 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 Parent and Subsidiary on or before such parties as of the Closing have been so performedClosing; and (iii) the conditions to the obligations of the Company and the Principals set forth in this Section 5.03 6.3 have been satisfied (unless otherwise waived in accordance with the terms hereof).