Common use of Documents, Stock Certificates Clause in Contracts

Documents, Stock Certificates. The Shareholder shall execute and deliver, and shall cause the Company to execute and deliver, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Company or its officers or directors or the Shareholder at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under Section 4. Stock Certificates representing all of the outstanding Company Common Stock and a properly executed and completed letter of transmittal shall be delivered by the Shareholder to the Parent. The consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Shareholder hereunder for any breach of warranty, covenant or agreement by the Company or the Shareholder herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or the Shareholder herein by the Company or the Shareholder, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) shall be deemed to have waived their respective rights and remedies hereunder for, and the Shareholder shall have no liability with respect to, any such specifically identified breach, to the extent so identified by the Company and so waived by the Parent.

Documents, Stock Certificates. The Shareholder Shareholders shall execute ----------------------------- and deliver, and shall cause the Company to execute and deliver, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Company or its officers or directors or the Shareholder Shareholders at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under Section 4. Stock Certificates representing all of the outstanding Company Common Stock and a properly executed and completed letter letters of transmittal shall be delivered by the Shareholder Shareholders to the Parent. The consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Shareholder Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or the Shareholder Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or the any Shareholder herein by the Company or the any Shareholder, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) shall be deemed to have waived their respective rights and remedies hereunder for, and the Shareholder Shareholders shall have no liability with respect to, any such specifically identified breach, to the extent so identified by the Company and so waived by the Parent.

Documents, Stock Certificates. The Shareholder Shareholders shall execute and deliver, and shall cause the Company to execute and deliver, deliver the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Company or its officers or directors or the Shareholder Shareholders at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under Section 4. Stock Certificates representing all of the outstanding Company Common Stock and a properly executed and completed letter letters of transmittal shall be delivered by the Shareholder Shareholders to the Parent. The consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation Merger Sub of any of their rights or remedies against the Shareholder hereunder for any breach of any warranty, covenant or agreement herein by the Company Shareholders or the Shareholder herein Company irrespective of any knowledge of or investigation with respect thereto made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company Shareholders or the Shareholder Company contained herein by the Company Shareholders or the ShareholderCompany, and requests a waiver thereof by the ParentParent and Merger Sub, and the Parent shall waive any such specifically identified breach in writing prior to the Closing DateClosing, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) their heirs, legal representatives, successors and assigns, shall be deemed to have waived their respective rights and remedies hereunder for, and the Shareholder Shareholders shall have no liability or obligation with respect to, any such specifically identified breach, to the extent so identified by the Company and so waived by the Parent.

Documents, Stock Certificates. The Shareholder Parent shall execute and ----------------------------- deliver, and shall cause the Company Merger Sub to execute and deliver, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Company Parent or the Merger Sub or its officers or directors or the Shareholder at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under Section 4. Stock Certificates representing all of the outstanding Company Common Stock and a properly executed and completed letter of transmittal shall be delivered by the Shareholder to the Parenthereby. The consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation Shareholders of any of their rights or remedies against the Shareholder hereunder for any breach of any warranty, covenant or agreement herein by the Company Parent or the Shareholder herein Merger Sub irrespective of any knowledge of or investigation with respect thereto made by or on behalf of the Parent or Merger Subany Shareholder; provided, however, that if the Company Parent shall disclose in writing to the Parent Shareholders prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company Parent or the Shareholder Merger Sub contained herein by the Company Parent or the ShareholderMerger Sub, and requests a waiver thereof by the ParentCompany and the Shareholders, and the Parent Company and the Shareholders shall waive any such specifically identified breach in writing prior to the Closing DateClosing, the Parent Company and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) Shareholders shall be deemed to have waived their respective rights and remedies hereunder for, and the Shareholder Parent and Merger Sub shall have no liability or obligation to the Shareholders or the Company with respect to, any such specifically identified breach, to the extent so identified by the Company Parent and so waived by the ParentCompany and the Shareholders.

Documents, Stock Certificates. The Shareholder Shareholders shall execute ----------------------------- and deliver, and shall cause the Company and the Shareholder to execute and deliver, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Company or its officers or directors or the Shareholder Shareholders at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under Section 4. Stock Certificates representing all of the outstanding Company Common Stock and a properly executed and completed letter letters of transmittal shall be delivered by the Shareholder Shareholders to the Parent. The consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Shareholder Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or the Shareholder Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company Shareholders shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or the any Shareholder herein by the Company or the any Shareholder, and requests request a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) shall be deemed to have waived their respective rights and remedies hereunder for, and the Shareholder Shareholders shall have no liability with respect to, any such specifically identified breach, to the extent so identified by the Company and so waived by the Parent.

Documents, Stock Certificates. The Shareholder Shareholders shall execute and deliver, and shall cause the Company to execute and deliver, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Company or its officers or directors or the any Shareholder at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under Section 4. Stock Certificates representing all of the outstanding Company Common Stock and a properly executed and completed letter of transmittal shall be delivered by the Shareholder Shareholders to the Parent. The Parent and the Merger Sub may terminate this Agreement if in their reasonable judgment the items disclosed on the certificates required to be delivered by the Shareholders and the Company pursuant to Section 5.3.1, individually or collectively, materially adversely affects the properties, assets, financial condition, results of operations, cash flows, business or prospects of the Company. In such event all parties to this Agreement shall be relieved of all obligations hereunder except for the provisions of Section 8.20 which shall survive such termination. The consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Shareholder hereunder for any breach of warranty, covenant or agreement by the Company or the Shareholder Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing except to the Parent prior to the Closing Date extent that a specified breach of the Company or the Shareholders of a specifically identified representation, warranty, covenant or agreement of herein shall be identified on a certificate delivered to Parent and the Company or the Shareholder herein Merger Sub at Closing by the Company or the Shareholder, and requests a waiver thereof by Shareholders. If the Parent, Parent and the Parent shall waive any such specifically identified breach in writing prior Merger Sub elect to consummate the Closing DateClosing, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) Merger Sub shall be deemed to have waived their respective rights and remedies hereunder for, and the Shareholder Company and the Shareholders shall have no liability or obligation to the Parent or the Merger Sub with respect to, to any such specifically identified breach, breach to the extent so identified by the Company and so waived by or the ParentShareholders.

Documents, Stock Certificates. The Shareholder Shareholders shall execute ----------------------------- and deliver, and shall cause the Company to execute and deliver, deliver the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Company or its officers or directors or the Shareholder Shareholders at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under Section 4. Stock Certificates representing all of the outstanding Company Common Stock and a properly executed and completed letter letters of transmittal shall be delivered by the Shareholder Shareholders to the Parent. The consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Shareholder Company or any of the Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or any of the Shareholder Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or the Shareholder Shareholders herein by the Company or any of the ShareholderShareholders, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) ), shall be deemed to have waived their respective rights and remedies hereunder for, and the Shareholder Shareholders shall have no liability with respect to, any such specifically identified breach, to the extent so identified by the Company and so waived by the Parent.

Documents, Stock Certificates. The Shareholder Shareholders shall execute and deliver, and shall cause the Company to execute and deliver, deliver the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Company or its officers or directors or the Shareholder Shareholders at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under Section 4. Stock Certificates representing all of the outstanding Company Common Stock and a properly executed and completed letter letters of transmittal shall be delivered by the Shareholder Shareholders to the Parent. The consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Shareholder Company or any of the Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or any of the Shareholder Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or the Shareholder Shareholders herein by the Company or any of the ShareholderShareholders, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) ), shall be deemed to have waived their respective rights and remedies hereunder for, and the Shareholder Shareholders shall have no liability with respect to, any such specifically identified breach, to the extent so identified by the Company and so waived by the Parent. Notwithstanding the foregoing, the disclosure of any information, item or matter on the Disclosure Schedule shall be deemed to modify or state an exception to the representation or warranty to which it corresponds.