Common use of Selling Shareholder’s Certificate Clause in Contracts

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may beif any, the Representatives Representative shall have received a written certificate executed by the AttorneyAttorneys-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true true, correct and correct complete with the same force and effect as though expressly made by such Selling Shareholder on and as of such the Applicable Time and the Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact or on behalf of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact sole trustee of each the Selling Shareholder, solely in such person’s capacity as trustee of the Selling Shareholder and not in its individual capacity, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) 1.B of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Datedate; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) 1 of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First At Closing Date and the Second Closing Date, as the case may beTime, the Representatives shall have received a written certificate of each Selling Shareholder (which may be executed on behalf of each Selling Shareholder by the general partner or a duly authorized executive officer of such Selling Shareholder or by such Selling Shareholder's Attorney-in-Fact of each Selling ShareholderFact), dated as of such Closing DateTime, to the effect that: that (i) the representations, representations and warranties and covenants of such Selling Shareholder set forth contained in Section 1(B1(b) of this Agreement hereof are true and correct with the same force and effect as though expressly made by such Selling Shareholder on at and as of such the Closing Date; and Time and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Agreement at or prior to such the Closing DateTime.

Selling Shareholder’s Certificate. On each of the First Closing Date and each Option Closing Date the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Date; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, Date the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall have each received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the AttorneyAttorneys-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(A) and Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each The Representatives shall have received on and as of the First Closing Date and or the Second Additional Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each of the Selling ShareholderShareholders, dated as of such Closing Date, in form and substance reasonably satisfactory to the effect that: Representative, (iA) confirming that the representations, warranties and covenants representations of such Selling Shareholder set forth in Section 1(BSections 5(e), 5(f) and 5(g) hereof is true and correct and (B) confirming that the other representations and warranties of such Selling Shareholder in this Agreement agreement are true and correct with and that the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by a director of the Attorney-in-Fact of each Selling Shareholder, solely in such person’s capacity as a director of the Selling Shareholder and not in their individual capacity, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) 1.B of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Datedate; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section Sections 1(A) and 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and each Option Closing Date the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each applicable Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) and, in the case of the Executive Selling Shareholders only, Section 1(C) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Datedate; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: : (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Datedate; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by an officer of the Attorney-in-Fact of each Selling Shareholder, solely in such person’s capacity as officer of the Selling Shareholder and not in its individual capacity, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) 1.B of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Datedate; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (iA) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (iiB) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by an officer of the Attorney-in-Fact of each Selling Shareholder, solely in such person’s capacity as officer of the Selling Shareholder and not in its individual capacity, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) 1.B of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Datedate; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Datedate; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by an officer of the Attorney-in-Fact of each Selling Shareholder, solely in such person’s capacity as an officer of the Selling Shareholder and not in their individual capacity, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) 1.B of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Datedate; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives Representative shall received a written certificate executed by the Attorney-in-in- Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties warranties, and covenants of such the Selling Shareholder set forth in Section 1(B) (the “Representations and Warranties of this Agreement the Selling Shareholder and the General Partner”) are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Date; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and each Option Closing Date the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed [by the Attorney-in-Fact of of] each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the AttorneyAttorneys-in-Fact of each Selling Shareholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B1.B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Datedate; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each the Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Date; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives Representative shall received a written certificate executed by the Attorney-in-Fact of each the Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Date; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its his part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Datedate; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact an officer of each Selling Shareholder, solely in such person’s capacity as officer of such Selling Shareholder and not in its individual capacity, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) 1.B of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Datedate; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall have received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and each Option Closing Date the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct in all material respects (except for any such representation or warranty that is by its terms qualified by materiality, which representation or warranty shall be true and correct) with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Date; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the each Selling Shareholder or its Attorney-in-Fact of each Selling ShareholderFact, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section Sections 1(A) and 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each the Selling Shareholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Date; and (ii) such the Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.