Common use of Certificate of the Company Clause in Contracts

Certificate of the Company. Parent shall have received a certificate from the Company, validly executed by the Chief Executive Officer and the senior financial officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing: (i) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by reference to materiality or Company Material Adverse Effect, which representations and warranties as so qualified shall be true and correct) on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date); (ii) the Company has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed and complied with by the Company as of the Closing; (iii) no Company Material Adverse Effect has occurred since the date hereof; and (iv) the conditions to the obligations of Parent and Merger Subs set forth in this Section 7.2 have been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of the Company. Parent shall have received a certificate from the Companycertificate, validly executed by the Chief Executive Officer and the senior financial officer Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing: (i) all representations and warranties made by the Company in this Agreement (other than the representations and warranties of the Company in this Agreement shall be as of a specified date, which were true and correct as of such date) were true and correct in all material respects (except for such representations and warranties that are qualified by their terms by reference without giving effect to materiality any limitation as to “materiality” or Company “Material Adverse Effect, which representations ” set forth therein) on the date they were made and warranties as so qualified shall be are true and correctcorrect in all material respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such time; provided, however, that Sections 2.2, 2.4, 2.21, 2.27 and 2.31 shall have been true and correct on the date (except for representations they were made and warranties which address matters only as to a specified date, which representations and warranties shall be true and correct with respect to in all respects on and as of the Closing Date as though such specified date);representations and warranties were made on and as of such time. (ii) the Company has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed and or complied with by the Company as of on or before the Closing; (iii) no Company Material Adverse Effect has occurred since the date hereofClosing have been so performed or completed with in all material respects; and (iviii) the conditions to the obligations of Parent and Merger Subs Sub set forth in this Section 7.2 6.2 have been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of the Company. Parent Acquiror shall have received a certificate from the Company, validly executed by the Chief Executive Officer and the senior financial officer Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing: (i) the representations and warranties of the Company in this Agreement shall be were true and correct in all material respects (except for such representations without giving effect to any limitation as to “materiality” set forth therein) on the date they were made and warranties that are qualified by their terms by reference to materiality or Company Material Adverse Effect, which representations and warranties as so qualified shall be true and correctcorrect in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for other than such representations and warranties which address matters only of the Company as to of a specified date, which representations and warranties shall be were true and correct with respect to in all material respects as of such specified date); (ii) the Company has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed and complied with by the Company as of the Closing; (iii) no there has not been a Company Material Adverse Effect has occurred since the date hereofEffect; and (iv) the conditions to the obligations of Parent Acquiror and Merger Subs Sub set forth in this Section 7.2 6.2 have been satisfied (unless otherwise waived in accordance with the terms hereof). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Certificate of the Company. Parent shall have received a certificate from the Companycertificate, -------------------------- validly executed by the Chief Executive Officer and the senior financial officer of the Company for and on the Company’s its behalf, to the effect that, as of the Closing: (i) the The representations and warranties of the Company set forth in this Agreement are true and correct in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specific date which shall be true and correct in all material respects (except for as of such representations and warranties that are qualified by their terms by reference to materiality or Company Material Adverse Effect, which representations and warranties as so qualified shall be true and correctdate) on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except where the failure of such date (except for representations and warranties which address matters only to be so true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) would not individually or in the aggregate have a specified dateMaterial Adverse Effect on the Company, which and the representations and warranties shall be set forth in Section 2.2 hereof (under the heading "Company Capital Structure") are true and correct with respect to such specified date)in all respects; (ii) the Company has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed and complied with by the Company as of on or before the Closing; (iii) no Company Material Adverse Effect has occurred since the date hereofClosing have been so performed in all material respects; and (iviii) the conditions to the obligations of Parent and Merger Subs set forth in this Section 7.2 6.3 have been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of the Company. Parent shall have received a certificate from the Company, validly executed by the Chief Executive Officer and the senior financial officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing: (i) each of the representations and warranties of the Company in this Agreement shall be that are not qualified as to Material Adverse Effect or materiality were true and correct in all material respects (except for as of the Closing Date, with the same effect as if such representations and warranties had been made on and as of the Closing Date, except for representations and warranties which are as of a particular date, which were so true and correct in all material respects as of such date; and (B) those representations and warranties of the Company in this Agreement that are qualified by their terms by reference as to materiality or Company Material Adverse Effect, which Effect or materiality were true and correct in all respects as of the Closing Date with the same effect as if such representations and warranties as so qualified shall be true and correct) had been made on and as of the Closing Date as though such representations and warranties were made on and as of such date (except except, in each case, for representations and warranties which address matters only are as to of a specified particular date, which representations and warranties shall be were true and correct with respect to as of such specified date); (ii) the Company has performed and complied in all material respects with each of the covenants covenant and obligations obligation under this Agreement required to be performed and complied with by the Company as of or prior to the Closing;; and (iii) no Company there has not occurred any Material Adverse Effect has occurred since the date hereof; and (iv) the conditions with respect to the obligations of Parent and Merger Subs set forth in this Section 7.2 have been satisfied (unless otherwise waived in accordance with the terms hereof)Company.

Certificate of the Company. Parent shall have received a certificate certificates from the Company, validly executed by the Chief Executive Officer and the senior financial officer Treasurer of the Company for and on the Company’s behalf, to the effect that, as of the Closing: (i) the representations and warranties of the Company in this Agreement shall be (other than the representations and warranties of the Company 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 (except for such representations and warranties that are qualified by their terms by reference without giving effect to materiality or any limitation as to “materiality,” “Company Material Adverse Effect, which representations and warranties as so qualified shall be true and correct” or “Knowledge” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date); (ii) the Company has performed and complied in all material respects with each of the all covenants and obligations under this Agreement required to be performed and complied with by the Company as of the Closing; (iii) no Company Material Adverse Effect has occurred since the date hereof; and (iv) the conditions to the obligations of Parent and Merger Subs Sub set forth in this Section 7.2 6.2 have been satisfied (unless otherwise waived in accordance with the terms hereof); and (iv) the attached Statement of Expenses, Spreadsheet and Adjusted Working Capital Amount Statement are true, correct and complete.

Certificate of the Company. Parent shall have received a certificate from the Companycertificate, validly executed by the Chief Executive Officer and the senior financial officer of the Company for and on the Company’s its behalf, to the effect that, as of the Closing: (i) the The representations and warranties of the Company set forth in this Agreement are true and correct in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specific date which shall be true and correct in all material respects (except for as of such representations and warranties that are qualified by their terms by reference to materiality or Company Material Adverse Effect, which representations and warranties as so qualified shall be true and correctdate) on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except where the failure of such date (except for representations and warranties which address matters only to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) would not individually or in the aggregate have a specified dateMaterial Adverse Effect on the Company, which and the representations and warranties shall be set forth in Section 2.2 hereof (under the heading “Company Capital Structure”) are true and correct with respect to such specified date)in all respects; (ii) the Company has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed and complied with by the Company as of on or before the Closing; (iii) no Company Material Adverse Effect has occurred since the date hereofClosing have been so performed in all material respects; and (iviii) the conditions to the obligations of Parent and Merger Subs set forth in this Section 7.2 6.3 have been satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of the Company. Parent Buyer shall have received a certificate from the Companycertificate, validly executed by the Chief Executive Officer and the senior financial officer of the Company for and on the Company’s behalf, to 's behalf certifying the effect amount of the Aggregate Exercise Price and stating that, as of the Closing: (i) all representations and warranties made by the Company in this Agreement (other than the representations and warranties of the Company in this Agreement shall be as of a specified date, which were true and correct as of such date) (A) that are not qualified by materiality were true and correct in all material respects (except for such representations on the date they were made and warranties that are qualified by their terms by reference to materiality or Company Material Adverse Effect, which representations and warranties as so qualified shall be true and correct) 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 time (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties) and (B) that are qualified by "materiality" or "Company Material Adverse Effect" were true and correct on the date (except for they were made and are true and correct on and as of the Closing Date as though such representations and warranties which address matters only were made on and as to a specified date, which representations and warranties shall be true and correct with respect to of such specified date)time; (ii) the Company has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed and or complied with by the Company as of on or before the Closing; (iii) no Company Material Adverse Effect has occurred since the date hereofClosing have been so performed or complied with in all material respects; and (iviii) the conditions to the obligations of Parent and Merger Subs Buyer set forth in this Section 7.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof).