Common use of Certificate of Parent Clause in Contracts

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent Vice President for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a) 6.3 hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed for and on behalf of Parent by a duly authorized an officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a), Section 7.3(b) and Section 7.3(e) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof“Parent Certificate”).

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent and Sub by a duly authorized an officer of Parent for and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company Principal Stockholders set forth in this Section 6.3 7.3 have been duly satisfied (unless otherwise waived in accordance with by the terms hereofCompany).

Certificate of Parent. The Company shall have received a certificate, validly certificate executed for and on behalf of Parent by a duly authorized an officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) and 7.3(b) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent Vice President for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section Sections 6.3(a) and 6.3(b) hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer Xxxxx xxx Xxxxxxxx, Chief Financial Officer of Parent the Parent, for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a) 6.3 hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent its Chief Executive Officer for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed for and on behalf of Parent by a duly authorized an officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) and Section 6.3(b) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof“Parent Certificate”).

Certificate of Parent. The Parent shall executed and delivered to the Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent (the “Parent Officer’s Certificate”) and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(aSections 5.3(a), (b) have been satisfied and (iie) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)are satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of the Parent by a duly authorized an officer of Parent for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) and (b) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied full (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received been provided with a certificate, validly certificate executed on behalf of Parent by a duly authorized officer of Parent Parent's Chief Financial Officer to the effect that, as of the ClosingClosing Date, (i) each of the conditions to the obligations of the Company set forth in Section 6.3(a) have 7.01 has been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent Vice President for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a) 5.3 hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received from the --------------------- Parent a certificate, validly certificate executed on behalf of Parent by a duly authorized officer of Parent its Chief Executive Officer and Chief Financial Officer to the effect that, as of the ClosingEffective Time, (i) the conditions to the obligations of the Company set forth in Section 6.3(aSections 6.3 (a) and (f) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent Vice President for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company condition set forth in Section Sections 6.3(a) and 6.3(b) hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)are satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed for and on behalf of Parent by a duly authorized an officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificatecertificate from Parent, validly executed on behalf of Parent by a duly authorized an officer of Parent for an on Parent’s behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) and Section 7.3(b) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof“Parent Closing Certificate”).

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent Vice President for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company condition set forth in Section SECTIONS 6.3(a) and 6.3(b) hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly --------------------- certificate executed on behalf of Parent by a duly authorized officer of Parent the Chief Executive Officer to the effect that, of Section 7.3(a) as of the Closing, (i) Closing and that the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied Parent and (ii) each and every one of the other conditions to the obligations of the Company Sub set forth in this Section 6.3 7.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized an officer of Parent for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a) 6.3 have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied full (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate, validly certificate executed for and on behalf of Parent by a duly authorized an officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a6.3(b) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof“Parent Certificate”).

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized Vice President or higher level officer of Parent for and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificatecertificate from Parent, validly executed on behalf of Parent by a duly authorized an officer of Parent for and on Parent’s behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived by the Company in writing in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized an executive officer of Parent Parent, to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a5.3(a) and Section 5.3(b) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized an executive officer of Parent Parent, to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a5.3(al (Additional Conditions to the Obligations of the Company-Representation and Warranties) and Section 5.3(b) (Additional Conditions to the Obligations of the Company-Covenants) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have has received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent for and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)are satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent Vice President for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a) 5.3 hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof).satisfied. Article VI

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly --------------------- certificate executed on behalf of Parent by a duly authorized officer of Parent the Chief Executive Officer or the Chief Operations Officer to the effect that, of Section 7.3(a) as of the Closing, (i) Closing Date and that the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied Parent and (ii) each and every one of the other conditions to the obligations of the Company Sub set forth in this Section 6.3 7.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof).

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent Vice President for and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) 5.3 hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof“Parent Certificate”).

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent for and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent Vice President for and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) 6.3 hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)are satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(aSections 7.3(a) and 7.3(b) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly an authorized officer of Parent for and on its behalf to the effect that, as of the Closing, (i) Closing the conditions to the obligations of the Company set forth in Section SECTION 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)full.

Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent --------------------- certificate signed by a duly authorized officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 6.2 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized an officer of Parent and on its behalf to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a7.3(a) and Section 7.3(b) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof).satisfied. ACTIVE/108710474.16

Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by a duly authorized officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(aSections 6.2(a) and 6.2(b) hereof have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof)satisfied.