Common use of Certificate of Parent Clause in Contracts

Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by a President or a Vice President for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Merger Sub in this Agreement (other than the representations and warranties of Parent and Merger Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date; and (ii) Parent and Merger Sub have performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing.

Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by a President or a Vice President for and on its behalf to the effect that, as of the Closing: (i) all each of the representations and warranties made by Parent Parent, Sub I and Merger Sub II in this Agreement (other than the representations and warranties of Parent and Merger Sub as of a specified date, each of which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date; and (ii) Parent Each of Parent, Sub I and Merger Sub have II has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed or complied with by such parties as of or prior to the Closing.

Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by a President or a Vice President an officer for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and Merger Sub in this Agreement (other than the representations and warranties of Parent and Merger Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth contained therein) on and as of the Closing Date as though such representations and warranties were made on and as of such datetime; and (ii) Parent and Merger Sub have performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed by Parent and Sub on or complied with by such parties as of before the ClosingClosing have been so performed in all material respects.

Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by a President or a Vice President for and on its behalf to the effect that, as of the Closing: (ia) all each of the representations and warranties made by Parent and Merger Sub in this Agreement (other than the representations and warranties of Parent and Merger Sub as of a specified date, each of which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date; and (iib) Each of Parent and Merger Sub have has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed or complied with by such parties as of or prior to the Closing.

Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by a President or a Vice President the Chief Executive Officer and Chief Financial Officer of Parent in their respective capacities for and on its behalf to the effect that, as of the Closing: (i) all representations and warranties made by Parent and the Merger Sub Subs in this Agreement (other than the representations and warranties of Parent and Merger Sub as of a specified date, which were true and correct as of such date) were true and correct in all material respects on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than the representations and warranties of Parent and the Merger Subs as of a specified date, which were true and correct as of such date); and (ii) Parent and the Merger Sub Subs have performed and complied in all material respects with each of the all covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing.

Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by a President or a Vice President for and on its behalf to the effect that, as of the Closing: (ia) all each of the representations and warranties made by Parent Parent, Sub I and Merger Sub II in this Agreement (other than the representations and warranties of Parent Parent, Sub I and Merger Sub II as of a specified date, each of which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date; and (iia) Parent Each of Parent, Sub I and Merger Sub have II has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed or complied with by such parties as of or prior to the Closing.