Common use of Closing Certificate Clause in Contracts

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 and Section 7.2 have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company furnished Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(a), (b) and Section 7.2 (c) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent the Company by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 6.1 and Section 7.2 6.2 have been satisfied.

Closing Certificate. Parent shall have delivered to the Company received a certificate, dated as of the Closing Date and certificate signed on behalf of Parent the Company by its the chief executive officer or and chief financial officer of the Company certifying as to the effect that satisfaction of the conditions matters set forth in paragraphs (a), (b) and (c) of this Section 7.1 and Section 7.2 have been satisfied7.2.

Closing Certificate. The Company will have furnished Parent shall have delivered to the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(b), (c) and Section 7.2 (d) have been satisfied.

Closing Certificate. Parent shall have delivered to furnished the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.3(a), (b) and Section 7.2 (c) have been satisfied.

Closing Certificate. Parent shall have delivered to received a certificate signed by an authorized executive officer of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.2(a) and Section 7.2 7.2(b) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a), Section 6.3(b) and Section 7.2 6.3(c) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to received a certificate signed on behalf of Parent by the Company a certificateChief Executive Officer or the Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 6.2(b) have been satisfied.

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateby the Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.

Closing Certificate. Parent shall will have delivered to furnished the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf by a duly appointed officer of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 Sections 7.3(a) and Section 7.2 (b) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company received a certificate, dated as certificate of the Closing Date and signed Chief Executive Officer or the Chief Financial Officer of the Company, certifying on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect Company that the conditions set forth in Section 7.1 Sections 7.2(a) and Section 7.2 (b) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Parent’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.

Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying of the Company, dated the Closing Date, to the effect that the conditions set forth in Section 7.1 7.2(a), Section 7.2(b) and Section 7.2 7.2(c) have been satisfied.

Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or and chief financial officer of the Company certifying as to the effect that satisfaction of the conditions matters set forth in paragraphs (a), (b) and (c) of this Section 7.1 and Section 7.2 have been satisfied7.2.

Closing Certificate. Parent shall have delivered to received a certificate signed by an executive officer of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.2(a) and Section 7.2 7.2(b) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company received a certificate, dated as of the Closing Date and certificate signed on behalf of Parent the Company by its chief executive a duly authorized officer or chief financial officer of the Company certifying as to the effect that satisfaction of the conditions matters set forth in Section 7.1 7.2(a), Section 7.2(b) and Section 7.2 have been satisfied7.2(c).

Closing Certificate. Parent shall have delivered to received a certificate signed by an authorized executive officer of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.2(a), Section 7.2(b) and Section 7.2 7.2(d) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to received a certificate signed on behalf of Parent by the Company a certificateChief Executive Officer and Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.

Closing Certificate. The Parent Corporation shall have delivered received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to the Company a certificateeffect that, dated to the knowledge of such officers after due inquiry, as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, the conditions applicable to the effect that the conditions Company set forth in Section 7.1 7.2(a) and Section 7.2 7.2(b) have been satisfied.

Closing Certificate. Parent shall have delivered to furnished the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf by a duly appointed officer of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 Sections 7.3(a) and Section 7.2 (b) have been satisfied.

Closing Certificate. Parent The Company shall have delivered received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Parent Corporation, dated the Closing Date, to the Company a certificateeffect that, dated to the knowledge of such officer after due inquiry, as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, the conditions applicable to the effect that the conditions Parent Corporation set forth in Section 7.1 7.3(a) and Section 7.2 7.3(b) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed on behalf of Parent, dated as of the Closing Date and signed on behalf Date, by an authorized representative of Parent by its chief executive officer or chief financial officer certifying to the effect that each of the conditions set forth in Section 7.1 7.3(a) and Section 7.2 7.3(b) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Parent’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 6.2(b) have been satisfied.

Closing Certificate. Parent shall The Company will have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief an executive officer of the Company, certifying in his or chief financial her capacity as an executive officer certifying to and not in his or her individual capacity the effect that satisfaction of the conditions set forth in Section 7.1 Sections 6.03(a) and Section 7.2 have been satisfied6.03(b).

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent Date, by its the chief executive officer or chief financial officer certifying to of the effect Company that the conditions set forth in Section 7.1 8.2(a), Section 8.2(b) and Section 7.2 8.2(c) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as certificate executed by an authorized officer of the Closing Date and signed Parent certifying on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect that each of the conditions set forth specified in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.

Closing Certificate. Parent shall have delivered to received a certificate executed by an officer of the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect (a) that the conditions set forth in Section 7.1 8.3(a), (b), and Section 7.2 (c) have been satisfiedduly satisfied and (b) that the information set forth in the Allocation Certificate delivered by the Company in accordance with Section 7.13 is true and accurate in all respects as of the Closing Date.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Chief Executive Officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 6.2(b) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to received a certificate signed on behalf of Parent by the Company a certificateChief Executive Officer or the Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 7.3(a) and Section 7.2 (b) have been satisfied.

Closing Certificate. Parent There shall have been delivered to the Company Buyer a certificate, certificate dated as of the Closing Date and Date, signed on behalf of Parent by its chief executive a duly authorized officer or chief financial officer certifying to of Parent, confirming the effect that satisfaction of the conditions set forth in Section 7.1 Sections 9.3(a) and Section 7.2 have been satisfied9.3(b).

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.

Closing Certificate. Parent shall will have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf by an executive officer of Parent, certifying in his or her capacity as an executive officer of Parent by its chief executive officer and not in his or chief financial officer certifying to her capacity as an individual the effect that satisfaction of the conditions set forth in Section 7.1 Sections 6.02(a) and Section 7.2 have been satisfied6.02(b).

Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificateChief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 8.02(a), Section 8.02(b), Section 8.02(c), Section 8.02(d) and Section 7.2 8.02(e) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer the Company’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.

Closing Certificate. At the Closing, Parent shall have deliver or cause to be delivered to the Company a certificatecertificate signed by an authorized officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to Date, confirming the effect that the conditions matters set forth in Section 7.1 and Section 7.2 have been satisfiedSections 6.3(a) through 6.3(b).

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateby the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 6.3(a), Section 6.3(b) and Section 7.2 6.3(c) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief an executive officer or chief financial officer officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateCompany, by an executive officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 have been 6.2(b) are satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company a certificate, dated as of received at the Closing Date and a certificate signed on behalf of Parent by its chief a senior executive officer or chief financial officer certifying of Parent to the effect that such officer has read this Section 7.3 and that, to the Knowledge of Parent, the conditions set forth in this Section 7.1 and Section 7.2 7.3 have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed on behalf of Parent, dated as of the Closing Date and signed on behalf of Parent Date, by its the chief executive officer or chief financial officer certifying to of the effect Parent that the conditions set forth in Section 7.1 8.3(a) and Section 7.2 8.3(b) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company received a certificate, certificate dated as of the Closing Date and signed on behalf by an authorized officer of Parent by its chief executive officer or chief financial officer the Company, certifying to the effect that the conditions set forth in on Section 7.1 and Section 7.2 have been satisfied6.2(c) of the Disclosure Schedule.

Closing Certificate. Parent There shall have been delivered to the Company Parent a certificate, certificate dated as of the Closing Date and Date, signed on behalf of Parent Buyer by its chief executive a duly authorized officer or chief financial officer certifying to of Buyer, confirming the effect that satisfaction of the conditions set forth in Section 7.1 Sections 9.2(a) and Section 7.2 have been satisfied9.2(b).

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateby the Chief Executive Officer or the Executive Vice President of Finance and Accounting of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 6.2(b) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 7.2(a), (b) and Section 7.2 (c) have been satisfied.

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateChief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that each of the conditions set forth in Section 7.1 8.2(a), Section 8.2(b) and Section 7.2 8.2(c) have been satisfied.

Closing Certificate. Parent shall have delivered to furnished the Company with a certificate, certificate dated as of the Closing Date and date of determination signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.3(a) and Section 7.2 7.3(b) have been satisfied.

Closing Certificate. Parent and the Company shall have delivered to certificates of authorized officers of Parent and the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth specified in Section 7.1 7.03(a), (b) and Section 7.2 (e) have been satisfiedsatisfied and certifying that board approval of both Parent and Company has been properly obtained and the transaction has been properly authorized.

Closing Certificate. Parent The Company shall have delivered to the Company furnished Parent with a certificate, certificate dated as of the Closing Date and date of determination signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(a), 7.2(b), and Section 7.2 7.2(c) have been satisfied.

Closing Certificate. Parent shall Company will have delivered to the Company received a certificate, dated as of the Closing Date and certificate signed on behalf of Parent by its chief executive officer President or chief financial officer certifying to Chief Financial Officer, dated as of the effect Closing Date, that the conditions set forth in Section 7.1 Sections 6.2(a) and Section 7.2 have been satisfied(b) are satisfied as of the Closing Date.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, certificate to such effect dated as of the Closing Date and signed on behalf executed by a duly authorized officer of Parent by its chief executive officer or chief financial officer the Company, certifying to the effect that satisfaction of the conditions set forth in Section 7.1 7.02(a) and Section 7.2 have been satisfied.7.02(b); and

Closing Certificate. Parent The Company shall have executed and delivered to Parent a certificate dated the Company a certificateClosing Date, dated as signed by the Chief Executive Officer and Chief Financial Officer of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Company, certifying to the effect that satisfaction of the conditions set forth in Section 7.1 6.3(a), Section 6.3(b), Section 6.3(c) and Section 7.2 have been satisfied6.3(e).

Closing Certificate. Parent shall have delivered to the Company a certificate, certificate dated as of the Closing Date and Date, signed on behalf by a duly authorized officer of Parent by its chief executive officer or chief financial officer Parent, certifying to the effect that the conditions set forth in Section 7.1 6.03(a) and Section 7.2 6.03(b) have been satisfied.,

Closing Certificate. Parent shall will have delivered to the received a certificate signed on behalf of Company a certificateby its Chief Executive Officer and Chief Financial Officer, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect Date, that the conditions set forth in Section 7.1 Sections 6.3(a) and Section 7.2 have been satisfied(b) are satisfied as of the Closing Date.

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateby an executive officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 7.1 7.2(a), Section 7.2(b) and Section 7.2 have been 7.2(d) are satisfied.

Closing Certificate. The Parent shall have delivered to the Company Corporation a certificate, dated as of the Closing Date and signed Effective Date, executed by a senior officer of the Parent (on behalf of the Parent by its chief executive officer or chief financial officer without personal liability), certifying to the effect that satisfaction of the conditions set forth in Section 7.1 6.3(1) and Section 7.2 have been satisfied6.3(2).

Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed on behalf of Parent by an executive officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 7.1 7.3(a), Section 7.3(b) and Section 7.2 have been 7.3(c) are satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of received at the Closing Date and a certificate signed on behalf of Parent the Company by its chief executive officer or chief financial officer the Chief Executive Officer of the Company (solely in his capacity as such and not in their personal capacity, and without personal liability), certifying to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b), Section 6.2(d), and Section 7.2 6.2(h) have been satisfied.

Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificateChief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 9.02(a), Section 9.02(b) and Section 7.2 9.02(c) have been satisfied.

Closing Certificate. Prior to or at the Closing, Parent shall have delivered in form and substance reasonably acceptable to the Company a certificatecertificate of an executive officer of each of Parent and Merger Sub, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth specified in Section 7.1 Sections 7.2(a) and Section 7.2 have been (b) are satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as certificate executed by an authorized officer of the Closing Date and signed Parent certifying on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect that each of the conditions set forth specified in Section 7.1 6.2(a) and Section 7.2 6.2(b) have been satisfied.

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateby an executive officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 have been 6.2(b) are satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a),Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of received at the Closing Date and a certificate signed on behalf of Parent Purchaser by its chief a duly authorized executive officer or chief financial officer of and dated the Closing Date, certifying to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.

Closing Certificate. Parent shall have delivered to received at the Closing a certificate from the Company a certificate, dated as of the Closing Date and signed on behalf of Parent executed by its chief executive officer or chief financial officer each such Person certifying to Parent and Merger Sub the effect that fulfillment of the conditions set forth in Section 7.1 Sections 6.1(a) (with respect to the Company only), (c) and Section 7.2 have been satisfied(h).

Closing Certificate. Parent shall have executed and delivered to the Company a certificate, certificate dated as of the Closing Date and Date, signed on behalf by an authorized officer of Parent by its chief executive officer or chief financial officer Parent, certifying to the effect that satisfaction of the conditions set forth in Section 7.1 6.2(a) and Section 7.2 have been satisfied6.2(b).

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Parent’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.; and

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent Date, by its the chief executive officer or chief financial officer certifying of the Company to the effect that each of the conditions set forth in Section 7.1 7.2(a), Section 7.2(b) and Section 7.2 7.2(c) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, certificate dated as of the Closing Date and signed on behalf by an officer of Parent by its chief executive officer or chief financial officer certifying to the effect that Company confirming the conditions set forth matters in Section 7.1 5.2(a), Section 5.2(b) and Section 7.2 have been satisfied5.2(c).

Closing Certificate. Parent shall have delivered to the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying as to the effect that the conditions matters set forth in Section 7.1 8.02(a) and Section 7.2 have been satisfied8.02(b).

Closing Certificate. Parent The Company shall have delivered to the Company received a certificate, dated as of the Closing Date and Date, in substantially the form attached as Exhibit C hereto, signed by an executive officer of Parent, certifying on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth specified in Section 7.1 the foregoing Sections 11.1 and Section 7.2 11.2 have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as the date of the Closing Date and Closing, signed on behalf of Parent by its the chief executive officer or chief financial officer of the Company (but without personal liability thereto), certifying as to the effect that fulfillment of the conditions set forth specified in Section 7.1 Sections 7.1(a), 7.2(a) and Section 7.2 have been satisfied7.2(b) (except to the extent related to Parent’s compliance with applicable federal and state securities laws, as to which such officer makes no certification).

Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying of the Company, dated the Closing Date, to the effect that the conditions set forth in Section 7.1 7.2(a) and Section 7.2 7.2(b) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a), Section 6.3(b) and Section 7.2 6.3(c) have been satisfied.

Closing Certificate. The Parent Entities shall have delivered to the Company received a certificate, substantially in the form attached as Exhibit A-1, signed on behalf of the Company, by an executive officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 have been 6.2(b) are satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and certificate signed on behalf by a duly authorized officer of Parent by its chief executive officer or chief financial officer certifying to the effect that each of the conditions set forth specified in Section 7.1 Sections 7.1, 7.2 and Section 7.2 7.3 have been satisfiedsatisfied in all respects.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, certificate dated as of the Closing Date and Date, signed on behalf by a duly authorized officer of Parent by its chief executive officer or chief financial officer the Company, certifying to the effect that the conditions set forth in Section 7.1 6.02(a) and Section 7.2 6.02(b) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, signed by an executive officer of the Company and dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying as to the effect that the conditions matters set forth in Section 7.1 8.01(a), Section 8.01(c) and Section 7.2 have been satisfied8.01(d).

Closing Certificate. Parent shall have delivered to received a certificate of the Company a certificateCompany, executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 5.1(a), Section 5.2(a), Section 5.2(b) and Section 7.2 5.2(c) have been satisfiedsatisfied in accordance with the terms thereof.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of received at the Closing Date and a certificate signed on behalf of Parent the Company by its chief executive officer or chief financial officer the President of the Company (solely in his capacity as such and not in their personal capacity, and without personal liability), certifying to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b) and Section 7.2 6.2(d) have been satisfied.

Closing Certificate. Prior to the Effective Time, Parent shall have delivered to the Company received a certificate, dated as of the Closing Date Date, signed by the Chief Executive Officer and signed on behalf Chief Financial Officer of Parent by its chief executive officer or chief financial officer the Company, certifying to the effect that the conditions set forth specified in Section 7.1 and Section 7.2 6.2 have been satisfiedfulfilled.

Closing Certificate. Parent shall have delivered to the Company Companies a certificate, signed by an executive officer of Parent and dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying as to the effect that the conditions matters set forth in Section 7.1 8.2(a) and Section 7.2 have been satisfied8.2(b).

Closing Certificate. The Company will have furnished Parent shall have delivered to the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 6.02(a), Section 6.02(b) and Section 7.2 6.02(c) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company received a certificate, dated the Closing Date, in substantially the form attached as Exhibit D hereto, signed by an executive officer of the Closing Date and signed Company, certifying on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect Company that the conditions set forth specified in Section 7.1 the foregoing Sections 12.1 and Section 7.2 12.2 have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company a certificate, dated as of received at the Closing Date and a certificate signed on behalf of Parent by its chief executive a duly authorized officer or chief financial officer of Parent (solely in their capacity as such and not in their personal capacity, and without personal liability), certifying to the effect that the conditions set forth in Section 7.1 6.3(a), Section 6.3(b), and Section 7.2 6.3(d) have been satisfied.

Closing Certificate. At the Closing, Parent shall have deliver or cause to be delivered to the Company a certificatecertificate signed by an authorized officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to Date, confirming the effect that the conditions matters set forth in Section 7.1 Sections 6.3(a) and Section 7.2 have been satisfied(b).

Closing Certificate. Parent shall have delivered to received a certificate signed on behalf of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent Date, by its the chief executive officer or chief financial officer certifying of the Company to the effect that each of the conditions set forth in Section 7.1 and 7.2(a), Section 7.2 7.2(b)and Section 7.2(c) have been satisfied.

Closing Certificate. Parent Each of the Companies shall have delivered to the Company Parent a certificate, signed by an executive officer of such Company and dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying as to the effect that the conditions matters set forth in Section 7.1 8.3(a) and Section 7.2 have been satisfied8.3(b) with respect to such Company.

Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificateChief Executive Officer and the Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 8.02(a), Section 8.02(b), and Section 7.2 8.02(c) have been satisfied.

Closing Certificate. Parent The Company shall have delivered to the Company a certificate, dated as of received at the Closing Date and a certificate signed on behalf of Parent by its chief executive a duly authorized officer or chief financial officer of Parent (solely in their capacity as such and not in their personal capacity, and without personal liability), certifying to the effect that the conditions set forth in Section 7.1 6.3(a), Section 6.3(b), Section 6.3(d) and Section 7.2 6.3(f) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, certificate dated as of the Closing Date and signed on behalf by an officer of Parent by its chief executive officer or chief financial officer certifying to confirming the effect that the conditions set forth foregoing matters in Section 7.1 5.3(a) and Section 7.2 have been satisfied5.3(b).

Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed on behalf of Parent by an executive officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 have been 6.3(b) are satisfied.

Closing Certificate. The Company will have furnished Parent shall have delivered to the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(a), (b) and Section 7.2 (c) have been satisfied.

Closing Certificate. Parent The Corporation shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed Effective Date, executed by a senior officer of the Corporation (on behalf of Parent by its chief executive officer or chief financial officer the Corporation without personal liability), certifying to the effect that satisfaction of the conditions set forth in Section 7.1 6.2(1), Section 6.2(2), and Section 7.2 have been satisfied6.2(3).

Closing Certificate. Parent The Company shall have delivered to the Company furnished Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(a), (b), (c) and Section 7.2 (d) have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 and 8.1and Section 7.2 8.2 have been satisfied.

Closing Certificate. Parent shall have delivered to the Company a certificate, dated as the date of the Closing Date and Closing, signed on behalf by an officer of Parent by its chief executive officer or chief financial officer (but without personal liability thereto), certifying as to the effect that fulfillment of the conditions set forth specified in Section 7.1 Sections 7.3(a) and Section 7.2 have been satisfied7.3(b).