Common use of Performance of Obligations of Parent and Sub Clause in Contracts

Performance of Obligations of Parent and Sub. Each of Parent and -------------------------------------------- Sub (i) shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and (ii) shall have performed or complied in all material respects with all agreements and covenants required to be performed by 51 it under this Agreement at or prior to the Closing Date that are not qualified as to Material Adverse Effect except where such non-performance or non-compliance individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.

Performance of Obligations of Parent and Sub. Each of Parent and -------------------------------------------- Sub (i) shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and (ii) shall have performed or complied in all material respects with all agreements and covenants required to be performed by 51 it under this Agreement at or prior to the Closing Date that are not qualified as to Material Adverse Effect except where such non-performance or non-compliance individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.