Common use of Performance of Obligations; Representations and Warranties Clause in Contracts

Performance of Obligations; Representations and Warranties. (i) The Company shall have performed in all material respects each of its covenants and agreements contained in this Agreement required to be performed at or prior to the Effective Time, (ii) each of the representations and warranties of the Company contained in this Agreement (other than the Identified Company Representations) shall be true and correct in all respects (and with respect to representations and warranties that are qualified by materiality or Company Material Adverse Effect, disregarding any such qualifications) on the date hereof and as of the Effective Time as if made on and as of such dates (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any failure of a representation or warranty (other than an Identified Company Representation) to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not result or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, (iii) each of the Identified Company Representations shall be true and correct in all respects on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million in the aggregate and (iv) Parent shall have received a certificate signed on behalf of the Company by an executive officer thereof to such effect.

Performance of Obligations; Representations and Warranties. (i) The Company shall have performed in all material respects each of its covenants and agreements contained in this Agreement required to be performed at on or prior to the Effective Time, Closing Date; (ii) the representations and warranties of the Company contained in Section 3.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of the Company contained in Section 3.2(a) (Capital Structure), Section 3.3 (Authority), Section 3.6 (Registration Statement and Joint Proxy Statement) and Section 3.18 (State Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date); and (iv) each of the representations and warranties of the Company contained in this Agreement (other than those contained in the Identified Company Representationspreceding clauses (ii) shall be true and correct in all respects (and with respect iii)), when read without any exception or qualification as to representations and warranties that are qualified by materiality or Company Material Adverse Effect, disregarding any such qualifications) on shall be true and correct as of the date hereof of this Agreement and on and as of the Effective Time Closing Date as if made on and as of such dates date (other than than, in each case, representations and warranties which address matters only as of a certain date, date which shall be true and correct as of such certain date) unless), with respect to any except where the failure of a representation or warranty (other than an Identified Company Representation) to be so true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not result or reasonably be expected to resultnot, individually or in the aggregateaggregate with respect to all such failures, in have a Company Material Adverse Effect, (iii) each of Effect or reasonably be likely to materially adversely affect the Identified Company Representations shall be true and correct in all respects on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million in the aggregate and (iv) Parent shall have received a certificate signed on behalf ability of the Company by an executive officer thereof to such effecteffect the Merger in accordance with this Agreement.

Performance of Obligations; Representations and Warranties. (i) The Company Each of Parent and Merger Sub shall have performed in all material respects each of its covenants and agreements contained in this Agreement required to be performed at on or prior to the Effective Time, Closing Date; (ii) each of the representations and warranties of the Company Parent and Merger Sub contained in this Agreement (other than the Identified Company RepresentationsSection 2.8(a)(v) shall be true and correct in all respects (and with respect to representations and warranties that are qualified by materiality or Company Material Adverse Effect, disregarding any such qualifications) on as of the date hereof of this Agreement and on and as of the Effective Time Closing Date as if made on and as of such dates date; (iii) each of the representations and warranties of Parent and Merger Sub contained in Section 2.2(a) (Capital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement) and Section 2.18 (State Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date); and (iv) each of the representations and warranties of Parent and Merger Sub contained in this Agreement (other than those contained in the preceding clauses (ii) and (iii)), when read without any exception or qualification as to materiality or Parent Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) unless), with respect to any except where the failure of a representation or warranty (other than an Identified Company Representation) to be so true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not result or reasonably be expected to resultnot, individually or in the aggregate, in a Company Material Adverse Effect, (iii) each of the Identified Company Representations shall be true and correct in all respects on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, aggregate with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or all such certain date), such failure, together with all other failures, would not have a Parent Material Adverse Effect or reasonably be reasonably expected likely to result in additional cost, expense or liability to materially adversely affect the Company, ability of Parent and their Affiliates of more than $10 million Merger Sub to effect the Merger in the aggregate and (iv) Parent shall have received a certificate signed on behalf of the Company by an executive officer thereof to such effectaccordance with this Agreement.

Performance of Obligations; Representations and Warranties. (i) The Company Each of Parent, Acquisition Subsidiary and Merger Subsidiary shall have performed in all material respects each of its their respective covenants and agreements contained in this Agreement required to be performed at or prior to the Effective Time, (ii) each of the representations and warranties of the Company Parent, Acquisition Subsidiary and Merger Subsidiary contained in this Agreement (other than the Identified Company Representations) shall be true and correct in all respects (and with respect to representations and warranties that are qualified by materiality or Company Material Adverse Effectmaterial adverse effect, disregarding any such qualifications) on the date hereof and as of the Effective Time as if made on and as of such dates (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date) ), unless, with respect to any failure of a representation or warranty (other than an Identified Company Representation) to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not result in or would not reasonably be expected to resultresult in, individually or in the aggregate, in a Company Material Adverse Effectmaterial adverse effect on the ability of Parent, Acquisition Subsidiary or Merger Subsidiary to duly perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis and (iii) each of the Identified Company Representations shall be true and correct in all respects on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million in the aggregate and (iv) Parent shall have received a certificate signed on behalf of the Company Parent, Merger Subsidiary and Acquisition Subsidiary by an executive officer thereof to such effect.

Performance of Obligations; Representations and Warranties. (i) The ---------------------------------------------------------- Company shall have performed and complied in all material respects each of its covenants with all agreements and agreements conditions contained in this Agreement that are required to be performed at or complied with by it prior to or at the Effective TimeClosing, except that the Company shall have performed and complied in all respects with any such agreements or conditions which contain a materiality qualification (ii) each including a numerical qualification or limitation, such as dollars). Each of the Company's representations and warranties of the Company contained in Section 2 of this Agreement (other than the Identified Company Representations) shall be true and correct in all respects (and with respect to representations and warranties that are qualified by materiality or Company Material Adverse Effect, disregarding any such qualifications) on the date hereof and as of the Effective Time as if made on and as of such dates (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any failure of a representation or warranty (other than an Identified Company Representation) to be true and correct as of the date hereof and as of the Effective Time Closing with the same effect as if made at and as of such time (or except to the extent expressly made as of an earlier date, in which case as of such certain date), except where the failure of such failurerepresentations and warranties to be so true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) does not have, together with all other failures, and would not result or reasonably be expected to resulthave a Material Adverse Effect on the Company, individually or in the aggregate. Notwithstanding the preceding sentence, in a Company Material Adverse Effect, (iii) each the representations and warranties of the Identified Company Representations contained in Sections 2.22 and 2.23 shall be true and correct in all respects on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or such certain date)Closing and the representation and warranty of the Company contained in Section 2.27 shall be true and correct in all respects as of the date hereof and as of July 31, such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, 2001. Parent and their Affiliates of more than $10 million in the aggregate and (iv) Parent Acquisition shall have received a certificate Certificate dated the Closing Date and signed on behalf by the President or a Vice-President of the Company by an executive officer thereof to such effectCompany, certifying that the conditions specified in this Section 6.2(a) have been satisfied.

Performance of Obligations; Representations and Warranties. (i) The Company Parent and Merger Sub shall have performed and complied with in all material respects each of its all covenants and agreements contained in this Agreement that are required to be performed at or complied with by them prior to or at the Effective Time, (ii) Closing and each of the representations and warranties of the Company Parent contained in this Agreement shall be true and correct, in all material respects (other if not qualified by materiality) and in all respects (if qualified by materiality) as of the Closing Date as though made on and as of the Closing Date or, in the case of representations and warranties made as of a specified date earlier than the Identified Company Representations) Closing Date, shall be have been true and correct in all material respects (and with respect to representations and warranties that are if not qualified by materiality or Company Material Adverse Effect, disregarding any such qualificationsmateriality) on the date hereof and as of the Effective Time as in all respects (if made qualified by materiality) on and as of such dates (other than representations and warranties which address matters only as of a certain date, which shall in each case except where the failure to be so true and correct as of such certain date) unlesscorrect, with respect without regard to any failure of a representation materiality or warranty (other than an Identified Company Representation) to be true and correct as of the date hereof and as of the Effective Time (or such certain date)Material Adverse Effect qualifiers contained therein, such failure, together with all other failures, would could not result or reasonably be expected to resultexpected, either individually or in the aggregate, in to have a Company Material Adverse EffectEffect on Parent, (iii) each of the Identified Company Representations shall be true and correct in all respects on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million in the aggregate and (iv) Parent shall have received delivered to the Members a certificate signed dated the Closing Date executed on behalf of the Company Parent by an executive officer thereof authorized signatory to such effect., substantially in the form attached hereto as Exhibit I.

Performance of Obligations; Representations and Warranties. (i) The Company Each of Parent and Sub shall have performed in all material respects each of its covenants and agreements contained in this Agreement required to be performed at on or prior to the Effective Time, Closing Date; (ii) each of the representations and warranties of the Company Parent and Sub contained in this Agreement Section 2.2 (other than the Identified Company RepresentationsCapital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement), Section 2.17 (Required Vote of Parent Stockholders) and Section 2.20 (Operations of Sub) shall be true and correct in all material respects (and with respect to representations and warranties that are qualified by materiality or Company Material Adverse Effect, disregarding any such qualifications) on as of the date hereof of this Agreement and on and as of the Effective Time Closing Date as if made on and as of such dates date (other than than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date); and (iii) each of the representations and warranties of Parent and Sub contained in this Agreement (other than those contained in the preceding clause), when read without any exception or qualification as to materiality or Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) unless), with respect to any except where the failure of a representation or warranty (other than an Identified Company Representation) to be so true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not result or reasonably be expected to resultnot, individually or in the aggregateaggregate with respect to all such failures, have a Material Adverse Effect on Parent or reasonably be likely to materially adversely affect the ability of Parent to effect the Merger in accordance with this Agreement, in a Company Material Adverse Effect, the case of each of clauses (ii) and (iii) each of this Section 6.2(a) except as contemplated or permitted by this Agreement, and the Identified Company Representations shall be true and correct in all respects on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million in the aggregate and (iv) Parent shall have received a certificate signed on behalf of the Company Parent by an executive officer thereof its Chief Executive Officer and its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) The Company shall have performed in all material respects each of its covenants and agreements contained in this Agreement and the Indemnification Escrow Agreement required to be performed at or prior to the Effective Time, Closing; (ii) each of the representations and warranties of the Company contained in this Agreement that is not qualified by materiality, material adverse effect or similar variation thereof shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than any such representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date) and (iii) each of the Identified representations and warranties of the Company Representations) contained in this Agreement that are qualified by materiality, material adverse effect or any variation thereof shall be true and correct in all respects (and with respect to representations and warranties that are qualified by materiality or Company Material Adverse Effect, disregarding any such qualifications) on the date hereof and as of the Effective Time Closing Date as if made on and as of such dates date (other than any such representations and warranties which address matters only as of a certain date, which shall be true and correct in all respects as of such certain date) unless, with respect to any failure of a representation or warranty (other than an Identified Company Representation) to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not result or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, (iii) each of the Identified Company Representations shall be true and correct in all respects on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million in the aggregate and (iv) Parent shall have received a certificate certificate, dated as of the Closing Date signed on behalf of the Company by an executive officer thereof a duly authorized officer, to such effect. For purposes of determining the accuracy of representations and warranties of the Company set forth in this Agreement for purposes of this Section 7.3(a), any update of or modification to the disclosure schedules of the Company made or purported to have been made after the date hereof (or any information provided by the Company under Section 4.2 hereof or otherwise) shall be disregarded.

Performance of Obligations; Representations and Warranties. (i) The Company Each of Parent and Sub shall have performed in all material respects each of its covenants and agreements contained in this Agreement required to be performed at on or prior to the Effective Time, Closing Date; (ii) each of the representations and warranties of the Company Parent and Sub contained in this Agreement Section 2.2 (other than the Identified Company RepresentationsCapital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement), Section 2.17 (Required Vote of Parent Stockholders) and Section 2.20 (Operations of Sub) shall be true and correct in all material respects (and with respect to representations and warranties that are qualified by materiality or Company Material Adverse Effect, disregarding any such qualifications) on as of the date hereof of this Agreement and on and as of the Effective Time Closing Date as if made on and as of such dates date (other than than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date); and (iii) each of the representations and warranties of Parent and Sub contained in this Agreement (other than those contained in the preceding clause), when read without any exception or qualification as to materiality or Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) unless), with respect to any except where the failure of a representation or warranty (other than an Identified Company Representation) to be so true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not result or reasonably be expected to resultnot, individually or in the aggregateaggregate with respect to all such failures, have a Material Adverse Effect on Parent or reasonably be likely to materially adversely affect the ability of Parent to effect the Merger in accordance with this Agreement, in a Company Material Adverse Effect, the case of each of clauses (ii) and (iii) each of this Section 6.2 (a) except as contemplated or permitted by this Agreement, and the Identified Company Representations shall be true and correct in all respects on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million in the aggregate and (iv) Parent shall have received a certificate signed on behalf of the Company Parent by an executive officer thereof its Chief Executive Officer and its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) The Company shall have performed in all material respects each of its covenants and agreements contained in this Agreement required to be performed at on or prior to the Effective Time, and (ii) each of the representations and warranties of the Company contained in this Agreement (other than Agreement, as amended by the Identified Company Representations) Disclosure Schedule, shall have been true and correct when made, and shall be true and correct in all respects (on and with respect to representations and warranties that are qualified by materiality or Company Material Adverse Effect, disregarding any such qualifications) on as of the date hereof of this Agreement and on and as of the Effective Time as if made on and as of such dates time (other than representations and warranties which address matters only as of a certain datedate other than the date hereof, which shall be true and correct as of such certain date) unless), with respect to except that any failure of a representation or warranty inaccuracies in such representations and warranties (other than an Identified Company Representation) to the representations and warranties contained in Section 3.5(b), which shall be true and correct in all material respects as of such date) will be disregarded if, after aggregating all inaccuracies of such representations and warranties as of the date hereof of this Agreement and as of the Effective Time (or such certain datewithout duplication), such failure, together with all other failures, would inaccuracies do not result or reasonably be expected to result, individually or in the aggregate, in constitute a Company Material Adverse Effect, (iii) each of the Identified Company Representations shall be true and correct in all respects Effect on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and as of the Effective Time (or it being understood that, for purposes of determining the accuracy of such certain daterepresentations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million in the aggregate and (iv) . Parent shall have received a certificate signed on behalf of the Company by an executive officer thereof its Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) The Company Each of Parent and Acquisition Sub shall have performed in all material respects each of its agreements and covenants and agreements contained in this Agreement required to be performed at on or prior to the Effective Time, (ii) each of the representations and warranties of the Company Parent and Acquisition Sub contained in this Agreement (other than the Identified Company Representations) shall be have been true and correct in all respects (and with respect to representations and warranties that are qualified by materiality or Company Material Adverse Effect, disregarding any such qualifications) on the date hereof and as of the date of this Agreement and on and as of Effective Time as if made on and as of such dates time (other than representations and warranties which address matters only as of a certain datedate other than the date hereof, which shall be true and correct as of such certain date) unless), with respect to except that any failure inaccuracies in such representations and warranties will be disregarded if, after aggregating all inaccuracies of a representation or warranty (other than an Identified Company Representation) to be true such representations and correct warranties as of the date hereof of this Agreement and as of the Effective Time (or such certain datewithout duplication), such failure, together with all other failures, would inaccuracies do not result or reasonably be expected to result, individually or in the aggregate, in constitute a Company Material Adverse Effect, (iii) each of the Identified Company Representations shall be true and correct in all respects Effect on the date hereof and as of the Effective Time as if made on and as of such dates (other than Identified Company Representations which address matters only as of a certain date, which shall be true and correct as of such certain date) unless, with respect to any unintentional failure of an Identified Company Representation to be true and correct as of the date hereof and Parent as of the Effective Time (or it being understood that, for purposes of determining the accuracy of such certain daterepresentations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million in the aggregate and (iv) Parent . The Company shall have received a certificate certificates signed on behalf of the Company each of Parent and Acquisition Sub by an executive officer thereof one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) The Company and the Members shall have performed and complied with in all material respects each of its all covenants and agreements contained in this Agreement that are required to be performed at or complied with by them prior to or at the Effective TimeClosing, (ii) and each of the Members’ and the Control Members’ representations and warranties of the Company contained in this Agreement (other than the Identified Company Representations) shall be true and correct in all material respects (and with respect to representations and warranties that are if not qualified by materiality or Company by reference to a Material Adverse Effect, disregarding any such qualifications) on the date hereof and in all respects (if qualified by materiality or by reference to a Material Adverse Effect) as of the Effective Time Closing Date as if though made on and as of such dates the Closing Date (other than except as not otherwise prohibited under Article IV), or in the case of representations and warranties which address matters only made as of a certain datespecified date earlier than the Closing Date, which shall be true and correct as of such certain date) unless, with respect to any failure of a representation or warranty (other than an Identified Company Representation) to be true and correct as of the date hereof and as of the Effective Time (or such certain date), such failure, together with all other failures, would not result or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, (iii) each of the Identified Company Representations shall be true and correct in all material respects on the date hereof (if not qualified by materiality or by reference to a Material Adverse Effect) and as of the Effective Time as in all respects (if made qualified by materiality or by reference to a Material Adverse Effect) on and as of such dates (other than Identified Company Representations which address matters only date, in each case except where the failure to be so true and correct, without regard to any materiality or Material Adverse Effect qualifiers contained therein, could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, and the Control Members shall have delivered a certificate, dated as of a certain datethe Closing Date to such effect, which shall be true substantially in the form of Exhibit E attached hereto and correct as each of such certain date) unlessthe Members, solely with respect to any unintentional failure of an Identified Company Representation to be true their own representations and correct warranties contained in Section 2.1, shall have delivered a certificate, dated as of the closing date hereof and as of the Effective Time (or such certain date)effect, such failure, together with all other failures, would not be reasonably expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $10 million substantially in the aggregate and (iv) Parent shall have received a certificate signed on behalf form of the Company by an executive officer thereof to such effectExhibit F attached hereto.