Common use of Certificate of the Company Clause in Contracts

Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 9.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 5.2(a) and 5.2(d) have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions with respect to the Company to the obligations of Parent and Merger Sub set forth in this Section 6.2 7.2(a) have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Parent shall have been provided with a certificate executed on behalf of the Company shall deliver to Parent a true and correct certificate, validly executed by the its Chief Executive Officer to the effect that, as of the Company for and on the Company’s behalf, which Effective Time: (i) represents that all representations and warranties made by the conditions to the obligations of Parent and Sub set forth Company in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), Agreement are true and correct; and (ii) sets forth all covenants, obligations and conditions of this Agreement to be performed by the Company Debt as of immediately prior to the Effective Timeon or before such date have been so performed.

Certificate of the Company. The Parent shall have been provided with a certificate executed on behalf of the Company shall deliver by its President and Chief Financial Officer to Parent a the effect that, as of the Effective Time: (i) all representations and warranties made by the Company and the Shareholders under this Agreement are true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and all material respects; and (ii) sets forth all covenants, obligations and conditions of this Agreement to be performed by the Company Debt as of immediately prior to the Effective Timeon or before such date have been so performed in all material respects.

Certificate of the Company. The Company and InnoHold shall deliver each have delivered to the Parent a true and correct certificate, validly executed by the their respective Chief Executive Officer of the Company for and on the Company’s behalfOfficers or managers, which (i) represents that the conditions to the obligations of the Parent and the Merger Sub set forth in this Section 6.2 Sections 7.2(a), (c) and (e) have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 6.2(a) and 6.2(e) have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Company Parent shall deliver to Parent have received a true and correct certificatecertificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, which (i) represents that to the effect that, as of the Closing, the conditions to the obligations of Parent and Sub set forth in this Section 6.2 7.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereofby Parent or Sub), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub I set forth in this Section 6.2 5.2(a) and 5.2(e) have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Company shall deliver have delivered to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), ) and (ii) sets forth the Company Debt as Statement of immediately prior to the Effective TimeExpenses in accordance with Section 5.17(a).

Certificate of the Company. The Parent shall have been provided with a certificate executed on behalf of the Company shall deliver to Parent a true and correct certificate, validly executed by the its Chief Executive Officer to the effect that, as of the Company for and on the Company’s behalf, which Effective Time: (i) represents that all representations and warranties made by the conditions to the obligations of Parent and Sub set forth Company in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), Agreement are true and correct; and (ii) sets forth all covenants, obligations and conditions of this Agreement to be performed by the Company Debt as of immediately prior to and the Effective TimeShareholders on or before such date have been so performed.

Certificate of the Company. The Parent shall have been provided with -------------------------- a certificate executed on behalf of the Company shall deliver by its Chief Executive Officer to Parent a the effect that, as of the Effective Time: (i) all representations and warranties made by the Company in this Agreement are true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and all material respects; and (ii) sets forth all covenants and obligations of this Agreement to be performed by the Company Debt as of immediately prior to the Effective Timeon or before such date have been so performed in all material respects.

Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 5.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer an authorized officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Merger Sub set forth in this Section 6.2 6.2(a) have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.