Common use of Certificate Clause in Contracts

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f6.2(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf of Seller Buyer by the Chief Executive Officer or Chief Financial Officer of SellerBuyer, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a6.3(a), 6.2(b6.3(b) and 6.2(f6.3(e) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer and dated as of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(bSection 7.2(a) and 6.2(fSection 7.2(b) have been satisfiedsatisfied (if not waived).

Certificate. Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer a principal corporate officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) 9.1 and 6.2(f) 9.2 have been satisfied.

Certificate. Buyer The Purchaser shall have received a certificate, signed on behalf by a duly authorized officer of each of the Seller by the Chief Executive Officer or Chief Financial Officer Parties and dated as of Seller, dated the Closing Date, to the effect Date confirming that the conditions set forth in Sections 6.2(a), 6.2(b5.1(c) and 6.2(f5.1(d) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, dated the Closing Date, signed on behalf of Seller Buyer by the Chief Executive Officer or Chief Financial Officer a principal corporate officer of Seller, dated the Closing DateBuyer, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) 10.1 and 6.2(f) 10.2 have been satisfied.

Certificate. Buyer Seller shall have received a certificate, certificate signed on behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of SellerBuyer, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b7.2(a) and 6.2(f(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b7.2(b) and 6.2(f7.2(d) have been satisfied.

Certificate. Buyer Acquiror shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer an authorized officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections Section 6.2(a), 6.2(b) and 6.2(fSection 6.2(b) have been satisfied.; and

Certificate. Buyer Purchaser shall have received a certificate, certificate signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b(b) and 6.2(f(d) have been and are satisfied.

Certificate. Buyer Seller and ROI shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.3(a) and 6.2(f6.3(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, certificate dated the Closing Date, Date and executed by Buyer to the effect that the conditions set forth expressed in Sections 6.2(a), 6.2(b) 6.1 and 6.2(f) 6.2 have been satisfiedfulfilled.

Certificate. Buyer The Purchaser shall have received delivered to the Seller a certificate, signed on behalf dated as of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing DateDate and signed by its duly authorized officer, certifying to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.3(a) and 6.2(f6.3(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, certificate dated the Closing Date, Date and executed by Buyer to the effect that the conditions set forth expressed in Sections 6.2(a)7.1, 6.2(b) 7.2 and 6.2(f) 7.4 have been satisfiedfulfilled.

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f) have been satisfied.. 128

Certificate. Buyer Purchaser shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.1(a) and 6.2(f6.1(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a7.2(c), 6.2(b7.2(d) and 6.2(f7.2(e) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Purchaser and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f6.2(b) have been satisfied.

Certificate. Buyer The Purchaser shall have received a certificate, certificate signed on the Seller’s behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b7.2(a) and 6.2(f7.2(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf of Seller Buyer by the Chief Executive Officer or Chief Financial Officer of SellerBuyer, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.3(a) and 6.2(f6.3(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, certificate signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of SellerPurchaser, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(bSection 6.3(a) and 6.2(fSection 6.3(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, signed by an authorized officer of Purchaser, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) 4.1 and 6.2(f) 4.2 have been satisfied.

Certificate. Buyer shall have received a certificate, certificate signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a7.1(a), 6.2(b(b), (c) and 6.2(f(d) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, certificate signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of SellerPurchaser, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.3(a) and 6.2(f(b) have been satisfied.

Certificate. Buyer The Purchaser shall have received a certificate, certificate signed on the Sellers’ behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of SellerParent, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a7.2(a), 6.2(b7.2(b) and 6.2(f7.2(f) have been satisfied.

Certificate. Buyer The Purchaser shall have received a certificate, certificate signed on the Sellers' behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of SellerParent, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b7.2(a) and 6.2(f7.2(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by an authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b7.02(a) and 6.2(f7.02(b) have been satisfied.

Certificate. Buyer shall have received delivered to Seller a certificate, signed on behalf dated as of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, to the effect and signed by an executive officer of Buyer, stating that the conditions set forth in Sections 6.2(a), 6.2(b) 7.1 and 6.2(f) 7.2 have been satisfied.

Certificate. Buyer Seller's Representative shall have received a certificate, dated the Closing Date, signed on behalf of Seller Purchaser by the Chief Executive Officer or Chief Financial Officer an officer of Seller, dated the Closing DatePurchaser, to the effect that the conditions set forth in Sections 6.2(a7.2(a), 6.2(b7.2(b) and 6.2(f7.2(c) have been satisfied.

Certificate. Buyer Sellers' Representative shall have received a certificate, dated the Closing Date, signed on behalf of Seller Purchaser by the Chief Executive Officer or Chief Financial Officer an officer of Seller, dated the Closing DatePurchaser, to the effect that the conditions set forth in Sections SECTIONS 6.2(a), 6.2(b) and 6.2(f6.2(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, signed by the Principal Stockholder, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b8.1(a) and 6.2(f8.1(b) have been satisfied.

Certificate. Buyer Purchaser shall have received a certificatecertificate of ----------- each Seller, signed on behalf of Seller dated the Closing Date, executed by the Chief Executive Officer or Chief Financial Officer of such Seller, dated the Closing Date, to the effect that the conditions set forth specified in Sections 6.2(a), 6.2(b8.2(a) and 6.2(f8.2(b) have been satisfiedfulfilled.

Certificate. Buyer Purchaser shall have received a certificate, certificate signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer an executive officer of Seller, dated the Closing Date, to the effect Seller that each of the conditions to Closing set forth in Sections 6.2(a), 6.2(bSection 6.03(a) and 6.2(fSection 6.03(b) have been satisfied.

Certificate. Buyer The Purchaser shall have received a certificate, certificate signed on each Seller's behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of each Seller, dated the Second Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b8.2(a) and 6.2(f8.2(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Sellers’ Representative and dated the Closing Date, to the effect that the conditions set forth in Sections Section 6.2(a), 6.2(b) and 6.2(fSection 6.2(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf of Seller by in form and substance reasonably satisfactory to the Chief Executive Officer or Chief Financial Officer of Seller, signed by Purchaser, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.3(a) and 6.2(f(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections Section 6.2(a), 6.2(b) and 6.2(f6.2(b) have been satisfied.

Certificate. Buyer Seller shall have each received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.03(a) and 6.2(f6.03(b) have been satisfied.

Certificate. Buyer shall have received delivered to Seller a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing DateDate and signed by its duly authorized officer, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) 6.3.1 and 6.2(f) 6.3.2 have been satisfied.

Certificate. Buyer The Purchaser shall have received a certificate, certificate signed on the Sellers' behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of SellerSellers, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b7.2(a) and 6.2(f7.2(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf by a duly authorized executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(bSection 5.3(a) and 6.2(fSection 5.3(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer an officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections Section 6.2(a), 6.2(b) and 6.2(fSection 6.2(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf of Seller certificate executed by the Chief Executive Officer or Chief Financial Officer President of Seller, dated the Closing Date, to the effect representing and certifying, in such detail as Buyer may reasonably request, that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f) 7.1 through 7.4 have been satisfiedfulfilled.

Certificate. Buyer shall have received a certificatecertificate (the “Seller Closing Certificate”), signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, (a) to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f6.2(d) have been satisfiedsatisfied and (b) certifying as to (i) the organizational documents of Seller, and (ii) the resolutions adopted by the board of directors and shareholders of Seller authorizing the Transaction.

Certificate. Buyer Seller shall have received a certificate, certificate signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of SellerPurchasers, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(bSection 6.3(a) and 6.2(fSection 6.3(b) have been satisfied.;

Certificate. Buyer Seller shall have received delivered to Buyer a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing DateDate and signed by its duly authorized officer, to the effect that the conditions set forth in Sections 6.2(a)6.2.1, 6.2(b) 6.2.2 , 6.2.3 and 6.2(f) 6.2.4 have been satisfied.

Certificate. Buyer Seller shall have received a certificate, certificate signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of SellerPurchaser, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.3(a) and 6.2(f(b) have been satisfied.;

Certificate. Buyer Seller shall have received a certificate, dated the Closing Date, signed on behalf of Seller Buyer by the Chief Executive Officer or Chief Financial Officer an officer of Seller, dated the Closing DateBuyer, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b5.2(a) and 6.2(f5.2(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf dated as of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, to the effect executed by an executive officer of Seller confirming that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f(b) shall have been duly satisfied.

Certificate. Buyer Buyers shall have received a certificate, signed on behalf by a duly authorized officer of each Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(bsubsections (a) and 6.2(f(b) of this Section 7.2 have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date[*], to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f6.2(b) have been satisfied.

Certificate. Buyer Seller shall have received delivered to Buyer (a) a certificate, signed on behalf dated as of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, to the effect and signed by an executive officer of Seller, as applicable, stating that the conditions set forth in Sections 6.2(a), 6.2(b) 6.1 and 6.2(f) 6.2 have been satisfied, and (b) the Disclosure Letter Update.

Certificate. Buyer Sellers’ Representatives shall have received a certificate, dated as of the Closing Date, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing DateBuyer, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f6.2(b) have been satisfied.

Certificate. Buyer The Seller shall have received a certificate, certificate signed on the Purchaser’s behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of SellerPurchaser, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b5.3(a) and 6.2(f5.3(b) have been satisfied.

Certificate. Buyer shall have received delivered to the Sellers a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing DateDate and signed by an executive officer of Buyer, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) 8.1 and 6.2(f) 8.2 have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of each Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b7.2(a) and 6.2(f7.2(c) have been satisfied.

Certificate. Buyer shall have received a certificate, signed certificates executed on ----------- behalf of Seller by the Chief Executive Officer or Chief Financial Officer chief executive officer and chief financial officer of Seller, dated the Closing Date, to the effect representing and certifying, in such detail as Buyer may reasonably request, that the conditions set forth in Sections 6.2(a), 6.2(b) 8.1 and 6.2(f) 8.2 have been satisfiedfulfilled.

Certificate. Buyer Seller and the Shareholders shall have received a certificate, dated the Closing Date, signed on behalf of Seller Buyer by the Chief Executive Officer or Chief Financial Officer a principal corporate officer of Seller, dated the Closing DateBuyer, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) 8.1 and 6.2(f) 8.2 have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf dated as of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, signed by an authorized officer of Purchaser, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) 4.1 and 6.2(f) 4.2 have been satisfied.

Certificate. Buyer The Purchaser shall have received a certificate, certificate signed on each Seller’s behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of each Seller, dated the Second Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b8.2(a) and 6.2(f8.2(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf by a duly authorized representative of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(bSection 6.3(a) and 6.2(fSection 6.3(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, signed by an officer of Purchaser as to the effect that satisfaction of the conditions set forth contained in Sections 6.2(a), 6.2(b) 6.1 and 6.2(f) have been satisfied6.2 hereof.

Certificate. Buyer Seller shall have received a certificate, signed on behalf of Seller by certificate from the Chief Executive Officer or Chief Financial Officer of Seller, Buyer dated as of the Closing Date, to the effect certifying on behalf of Buyer that the conditions set forth in Sections 6.2(a), 6.2(bSection 6.3(a) and 6.2(fSection 6.3(b) have been satisfied.;

Certificate. Buyer Purchaser shall have received a certificate, in form and substance reasonably satisfactory to Purchaser, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f(b) have been satisfied.

Certificate. Buyer Purchaser shall have received a certificate, certificate signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(bSection 5.2(a) and 6.2(fSection 5.2(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf dated as of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, to the effect executed by an executive officer of Buyer confirming that the conditions set forth in Sections 6.2(a), 6.2(b6.3(a) and 6.2(f(b) shall have been duly satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.1(a) and 6.2(fthrough (e) have been satisfied.

Certificate. Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Seller by a principal corporate officer of Seller and signed by the Chief Executive Officer or Chief Financial Officer of Seller, dated Seller and the Closing DateShareholders, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) 7.1 and 6.2(f) 7.2 have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by certificate from the Chief Executive Officer or Chief Financial Officer of Seller, dated as of the Closing Date, to the effect certifying on behalf of Seller that the conditions set forth in Sections Section 6.2(a), 6.2(b) and 6.2(fSection 6.2(b) have been satisfied.;

Certificate. The Buyer shall have received a certificate, signed on behalf by a duly authorized officer of the Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f6.2(d) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, signed by the Chief Financial Officer of Purchaser, as to the effect that satisfaction of the conditions set forth contained in Sections 6.2(a), 6.2(b) 6.1 and 6.2(f) have been satisfied6.2 hereof.

Certificate. The Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Sellers’ Representative and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b7.2(a) and 6.2(f7.2(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, certificate dated the Closing Date, to the effect Date and executed by a duly authorized executive officer of Seller that the conditions set forth expressed in Sections 6.2(a)6.1, 6.2(b) 6.2 and 6.2(f) 6.3 have been satisfiedfulfilled.

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, signed by each Seller to the effect that the conditions set forth in Sections 6.2(a6.1(a), 6.2(b) 6.1(b), and 6.2(f6.1(c) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b(b) and 6.2(f(c) have been satisfied.

Certificate. Buyer The Sellers shall have received a certificate, dated the Closing Date, signed on behalf of Seller Buyer by the Chief Executive Officer or Chief Financial Officer a principal corporate officer of Seller, dated the Closing DateBuyer, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b8.2(a) and 6.2(f8.2(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b6.1(a) and 6.2(f6.1(b) have been satisfied.

Certificate. Buyer The Sellers shall have received a certificate, certificate signed on the Purchaser’s behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of SellerPurchaser, dated the Second Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b8.3(a) and 6.2(f8.3(b) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, signed by a duly authorized officer of Seller, to the effect that the conditions set forth in Sections 6.2(a5.1(a) (i) and (ii), 6.2(b) 5.1(b), and 6.2(f5.1(c) have been satisfied.

Certificate. Buyer The Purchaser shall have received a certificate, certificate signed on the Seller’s behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b5.2(a) and 6.2(f5.2(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, Xxxxx and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f6.2(b) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed on behalf certificate dated as of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, executed by Buyer, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f) Subsection A of this Section 6.01 have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized representative of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections Section 6.2(a), 6.2(b) and 6.2(fSection 6.2(b) have been satisfied.

Certificate. The Buyer shall have received delivered to the Sellers a certificate, signed on behalf dated as of Seller by the Closing Date, of the Chief Executive Officer or Chief Financial Officer a senior executive officer of Seller, dated the Closing Date, Buyer to the effect that (i) he is familiar with the provisions of this Agreement and (ii) to the best of his Knowledge the conditions set forth specified in Sections 6.2(a), 6.2(b) and 6.2(f) Section 6.2 have been satisfied.

Certificate. Buyer The Sellers shall have received a certificate, dated the Closing Date, signed on behalf of Seller Buyer by the Chief Executive Officer or Chief Financial Officer an officer of Seller, dated the Closing DateBuyer, to the effect that the conditions set forth in Sections 6.2(aSECTIONS 8.2(A), 6.2(b8.2(B) and 6.2(f8.2(C) have been satisfied.

Certificate. Buyer shall have received a certificate, signed on behalf by a duly authorized officer of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, and dated the Closing Date, to the effect that the conditions set forth in Sections 6.2(a6.02(a), 6.2(b6.02(b) and 6.2(f6.02(f) have been satisfied.

Certificate. Buyer Acquiror shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer an authorized officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections Section 6.2(a), 6.2(b) and 6.2(fSection 6.2(b) have been satisfied.;

Certificate. Buyer shall have received a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, signed by an officer of Seller to the effect that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(f) this Section 7.2 have been satisfied.

Certificate. Buyer Seller shall have received a certificate, signed certificate executed on ----------- behalf of Seller Buyer by the Chief Executive Officer or Chief Financial Officer chief executive and chief financial officers of SellerBuyer, dated the Closing Date, to the effect representing and certifying, in such detail as Seller may reasonably request, that the conditions set forth in Sections 6.2(a), 6.2(b) 7.1 and 6.2(f) 7.2 have been satisfiedfulfilled.

Certificate. Buyer The Seller shall have received a certificate, dated the Closing Date, signed on behalf of Seller Buyer by the Chief Executive Officer or Chief Financial Officer an officer of Seller, dated the Closing DateBuyer, to the effect that the conditions set forth in Sections 6.2(a7.2(a), 6.2(b7.2(b) and 6.2(f7.2(c) have been satisfied.

Certificate. Buyer Seller shall have received a certificate, certificate signed on behalf of Seller Purchaser by the Chief Executive Officer or Chief Financial Officer an executive officer of Seller, dated the Closing Date, to the effect Purchaser that each of the conditions to Closing set forth in Sections 6.2(a), 6.2(bSection 6.02(a) and 6.2(fSection 6.02(b) have been satisfied.

Certificate. Buyer shall have received delivered to Seller and the Seller's Parent a certificate, signed on behalf of Seller by the Chief Executive Officer or Chief Financial Officer of Seller, dated the Closing Date, executed by Buyer's chief executive officer to the effect that the conditions set forth in Sections 6.2(asubsections (a), 6.2(b(b) and 6.2(f(c) of this Section 7.1 have been satisfied.

Certificate. Buyer Purchasers shall have received a certificate, signed on behalf of Seller certificate duly executed by the Chief Executive Officer or Chief Financial Officer an authorized officer of Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections Section 6.2(a), 6.2(b) and 6.2(fSection 6.2(b) have been satisfied.;

Certificate. Buyer The Sellers shall have received a certificate, certificate signed on the Purchaser's behalf by an executive officer of Seller by the Chief Executive Officer or Chief Financial Officer of SellerPurchaser, dated the Second Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b8.3(a) and 6.2(f8.3(b) have been satisfied.