Common use of Documents, Stock Certificates Clause in Contracts

Documents, Stock Certificates. The 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 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 properly executed and completed letters of transmittal shall be delivered by the 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 Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or the 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 any Shareholder herein by the Company or 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 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 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 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 properly executed and completed letters of transmittal shall be delivered by the 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 Company or any of the Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or any of the 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 any Shareholder the Shareholders herein by the Company or any Shareholderof the Shareholders, 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 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 Shareholders Parent shall execute and ----------------------------- 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 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 properly executed and completed letters of transmittal shall be delivered by the Shareholders 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 Shareholders hereunder for any breach of any warranty, covenant or agreement herein by the Company Parent or the Shareholders 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 any Shareholder Merger Sub contained herein by the Company Parent or any 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 Shareholders 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 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 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 properly executed and completed letters of transmittal shall be delivered by the 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 Shareholders hereunder for any breach of any warranty, covenant or agreement herein by the Company Shareholders or the Shareholders 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 Shareholders or the Company or any Shareholder contained herein by the Company Shareholders or any Shareholderthe Company, 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 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 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 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 properly executed and completed letters of transmittal shall be delivered by the 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 Company or any of the Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or any of the 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 any Shareholder the Shareholders herein by the Company or any Shareholderof the Shareholders, 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 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.

Documents, Stock Certificates. The 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 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 properly executed and completed letters of transmittal shall be delivered by the 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 Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or the 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 any Shareholder herein by the Company or 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 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 Shareholders 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 Shareholders 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 letters letter of transmittal shall be delivered by the Shareholders 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 Shareholders Shareholder hereunder for any breach of warranty, covenant or agreement by the Company or the Shareholders 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 any the Shareholder herein by the Company or any 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 Shareholders 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.