Common use of Executed Agreements and Certificates Clause in Contracts

Executed Agreements and Certificates. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (i) the Escrow Agreement, executed by the Shareholder Representative and the Escrow Agent; (ii) Releases in the form of Exhibit H, executed by each of the Persons listed on Exhibit I; (iii) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer (the “Company Closing Certificate”) and containing representations and warranties of the Company (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(g), 8.02(h), 8.02(i), 8.02(j) and 8.02(l) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness (and attaching thereto an accurate and complete copy of each executed Payoff Letter not previously delivered to Parent), and (C) specifying the total amount of the Company Transaction Expenses (and attaching thereto an accurate and complete copy of each Invoice not previously delivered to Parent); (iv) Employment agreements in form and substance satisfactory to the Parent executed by each Key Executive; and (v) written resignations of all directors and officers of the Acquired Companies requested by Parent, to be effective as of the Effective Time.

Executed Agreements and Certificates. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (i) the Escrow Agreement, executed by the Shareholder Equityholder Representative and the Escrow Agent; (ii) the Offer Letters, executed by each of the Key Employees; (iii) the Non-competition Agreements, executed by each of the individuals listed on Exhibit B; (iv) Releases in the form of Exhibit HK, executed by each of the Persons listed on Exhibit IL; (iiiv) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer (the “Company Closing Certificate”) and containing representations and warranties of the Company (A) to the effect certifying that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(g), 8.02(h), 8.02(i), 8.02(j), 8.02(m) and 8.02(l8.02(n) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness (and attaching thereto an accurate and complete copy of each executed Payoff Letter not previously delivered to Parent), and (C) specifying the total amount of the Company Transaction Expenses (and attaching thereto an accurate and complete copy of each Invoice not previously delivered to Parent); ) and (ivC) Employment agreements in form and substance satisfactory to specifying the Parent executed by each Key Executivetotal amount of the Interim Acquisition Price, if any; and (vvi) written resignations of all directors and officers of the Acquired Companies requested by ParentCompany, to be effective as of the Effective Time.

Executed Agreements and Certificates. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (i) the Escrow Agreement, executed by the Shareholder Securityholder Representative and the Escrow Agent; (ii) Releases in the form of Exhibit HSupport Agreements, executed by each of the Persons listed Company’s stockholders set forth on Exhibit Schedule I; (iii) the Vesting Agreement, executed by the Designated Employee; (iv) the Non-Competition Agreements, executed by each Covered Employee and the Designated Employee; (v) a Payoff Letter, executed by each lender of any item of Covered Indebtedness of an Acquired Company; (vi) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer (the “Company Closing Certificate”) and containing representations and warranties of the Company (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d8.02(c), 8.02(g8.02(e), 8.02(h), 8.02(i), 8.02(j8.02(f) and 8.02(l8.02(i) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness (and attaching thereto an accurate and complete copy of each executed Payoff Letter not previously delivered to Parent), and (C) specifying the total amount of the Company Transaction Expenses (and attaching thereto an accurate and complete copy of each Invoice not previously delivered to Parent); (iv) Employment agreements in form and substance satisfactory to the Parent executed by each Key Executive; and (vvii) written resignations of all the directors and officers of each of the Acquired Companies requested by ParentCompanies, to be effective as of the Effective Time, as directed by Parent no later than five (5) Business Days prior to the Closing Date.