Common use of Certificate of the Company Clause in Contracts

Certificate of the Company. Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and 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 were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality,” “material adverse effect” 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 (other than the representations and warranties of the Company as of a specified date, which were true and correct as of such date); (ii) the Company has performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by such party as of the Closing; (iii) the condition to the obligations of Parent and Sub set forth in Section 5.2(b) has been satisfied (unless otherwise waived in accordance with the terms hereof);

Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and 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 were that are expressly qualified by reference to materiality or “Company Material Adverse Effect” shall be true and correct on in all respects as so qualified, and the date they were made representations and warranties of the Company in this Agreement that are not so qualified shall be true and correct in all material respects (without giving effect to any limitation respects, in each case as to “materiality,” “material adverse effect” or “Knowledge” set forth therein) of the date of this Agreement and 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 the Company as of a specified date, which were shall be true and correct as of such date); (ii) the Company has performed and complied in all material respects with all each of the covenants and obligations under this Agreement required to be performed and complied with by such party the Company as of the Closing;; and (iii) the condition conditions to the obligations of Parent and Merger Sub set forth in this Section 5.2(b) has 7.2 have been satisfied (unless otherwise waived in accordance with the terms hereof);.

Certificate of the Company. Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer President 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 (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 (without giving effect to any limitation as to “materiality,” “material adverse effectCompany Material Adverse Effect” 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 (other than the representations and warranties of the Company as of a specified date, which were true and correct as of such date); (ii) the Company has performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by such party as of the Closing;; and (iii) the condition conditions to the obligations of Parent and Sub set forth in this Section 5.2(b) has 6.2 have been satisfied (unless otherwise waived in accordance with the terms hereof);; and

Certificate of the Company. Parent Purchaser shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and 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 (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 in all material respects on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality,” “material adverse effect” 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 (other than the representations and warranties of the Company as of a specified date, which were true and correct as of such date); (ii) the Company has performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by such party the Company as of the Closing;; and (iii) the condition conditions to the obligations of Parent Purchaser and Sub set forth in this Section 5.2(b) has 6.2 have been satisfied (unless otherwise waived in accordance with the terms hereof);.

Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company in their representative capacities 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 were true and correct in all material respects on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality,” “material adverse effect” 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 (other than the representations and warranties of the Company as of a specified date, which were true and correct in all material respects as of such date); (ii) the conditions to the obligations of Parent and the Merger Subs set forth in this Section 7.2(b) and Section 7.2(m) has been satisfied (unless otherwise waived in accordance with the terms hereof); and (iii) the Company has performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by such party it as of the Closing; (iii) the condition to the obligations of Parent and Sub set forth in Section 5.2(b) has been satisfied (unless otherwise waived in accordance with the terms hereof);.

Certificate of the Company. Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and 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 were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality,” “material adverse effectCompany Material Adverse Effect” 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 (other than the representations and warranties of the Company as of a specified date, which were true and correct as of such date); (ii) the Company has performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by such party as of the Closing; (iii) the condition to the obligations of Parent and Sub set forth in Section 5.2(b6.2(b) has been satisfied (unless otherwise waived in accordance with the terms hereof); (iv) the attached Statement of Expenses and disbursement schedule delivered pursuant to Section 1.6(a)(lviii) and Section 5.21 are true, correct and complete.

Certificate of the Company. Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and 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 were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality,” “material adverse effect” 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 (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 in all material respects 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 (in each case without giving effect to any limitation as to “materiality,” “Company Material Adverse Effect” or “Knowledge” set forth therein); (ii) the Company has performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by such party the Company as of the Closing;; and (iii) the condition conditions to the obligations of Parent and Sub set forth in this Section 5.2(b) has 6.2 have been satisfied (unless otherwise waived in accordance with the terms hereof);.

Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer 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 were true and correct on the date they were made and are shall be true and correct in all material respects (without giving effect except for such representations and warranties that are qualified by their terms by reference to any limitation materiality or Company Material Adverse Effect, which representations and warranties as to “materiality,” “material adverse effect” or “Knowledge” set forth thereinso 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 (other than the except for representations and warranties of the Company which address matters only as of to a specified date, which were representations and warranties shall be true and correct as of with respect to such specified date); (ii) the Company has performed and complied in all material respects with all each of the covenants and obligations under this Agreement required to be performed and complied with by such party the Company as of the Closing; (iii) no Company Material Adverse Effect has occurred since the condition date hereof; and (iv) the conditions to the obligations of Parent and Sub Merger Subs set forth in this Section 5.2(b) has 7.2 have been satisfied (unless otherwise waived in accordance with the terms hereof);.

Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by the Chief Executive Officer and 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 and the Company Subsidiaries in this Agreement (other than the representations and warranties of the Company in this Agreement 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 (without giving effect to any limitation as to “materiality,” “material adverse effect” or “KnowledgeMaterial 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 date (other than the representations and warranties of the Company as of a specified date, which were true and correct as of such date)time; (ii) the Company has performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and or complied with by such party as of the Closing;Company on or before the Closing have been so performed or complied with in all material respects; and (iii) the condition conditions to the obligations of Parent and Sub I set forth in this Section 5.2(b) has 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof);.

Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by each of the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, in such respective capacities, to the effect that, as of the Closing: (i) the all representations and warranties of made by the Company and the Management Stockholders in this Agreement were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality,” “material adverse effect” 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 (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 on and as of the Closing Date as though such representations and warranties were made on and as of such time, except for such failures to be true and correct which in the aggregate would not reasonably be expected to have a Company Material Adverse Effect. (ii) the Company has performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and or complied with by such party as of the Closing;Company on or before the Closing have been so performed or completed with in all material respects; and (iii) the condition conditions to the obligations of Parent and Sub set forth in Section 5.2(b) has this SECTION 6.2 have been satisfied (unless otherwise waived in accordance with the terms hereof);.