Common use of Officers’ Certificate of Company Clause in Contracts

Officers’ Certificate of Company. The Representatives shall have received a certificate, dated such Closing Date, of the chief executive officer and chief financial officer of the Company in which such officers shall state that: (i) the representations and warranties of the Company in this Agreement are true and correct as of the Closing Date in all material respects, provided that if any representation and warranty includes a materiality qualification (including the words “Material Adverse Effect,” “material,” “in all material respects” and like words) then such representation and warranty shall be true and correct in all respects; the Company has complied with all agreements required on its part to be performed hereunder at or prior to such Closing Date and satisfied all conditions on its part required to be satisfied hereunder at or prior to such Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated or threatened by the Commission; and (iii) subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change in the condition (financial or otherwise), results of operations or business of (x) the Company and its subsidiaries taken as a whole or (y) to the knowledge of the Company and other than as set forth in the Target Disclosure Package, the Target and its subsidiaries taken as a whole, except in each case as set forth in the General Disclosure Package or as described in such certificate.

Officers’ Certificate of Company. The Representatives shall have received a certificate, dated such the Closing Date, of the chief executive officer and chief financial officer of the Company in which such officers shall state that: (i) the representations and warranties of the Company in this Agreement are true and correct as of the Closing Date in all material respects, provided that if any representation and warranty includes a materiality qualification (including the words “Material Adverse Effect,” “material,” “in all material respects” and like words) then such representation and warranty shall be true and correct in all respects; the Company has complied with all agreements required on its part to be performed hereunder at or prior to such the Closing Date and satisfied all conditions on its part required to be satisfied hereunder at or prior to such the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated or threatened by the Commission; and (iii) subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change in the condition (financial or otherwise), results of operations or business of (x) the Company and its subsidiaries taken as a whole or (y) to the knowledge of the Company and other than as set forth in the Target Disclosure Package, the Target and its subsidiaries taken as a whole, except in each case as set forth in the General Disclosure Package or as described in such certificate.