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<br />of existence and good standing with respect to Parent and Merger Sub, dated within five Business <br />Days of the Closing Date, issued by the Secretary of State of Delaware. <br /> <br />(b) Parent's Closing Certificate. Parent shall deliver to the Company at Closing <br />a certificate of an executive officer of 'Parent certifYing without personal liability (i) ~ to the <br />incumbency and signatures of the officers of Parent who execute this Agreement and Parent's <br />Related Agreements on behalf of Parent, (ii) as to the adoption of resolutions of the board of <br />directors of Parent being correct, complete and in full force and effect on the Closing Date (though <br />not necessarily dated as of the Closing Date), authorizing (A) the execution and delivery of this <br />Agreement and Parent's Related Agreements, and (B) the performance ofthe obligations of Parent <br />hereunder and thereunder, (iii) as to Parent's bylaws and all amendments thereto as being correct, <br />complete and in full force and effect on the Closing Date, and (iv) that the conditions to the <br />Company's obligations to consummate the transactions contemplated by this Agreement set forth <br />in Sections 7.2 and 7.3 with respect to Parent have been satisfied. <br /> <br />(c) Merger Sub's Closing Certificate. Merger Sub shall deliver to the Company <br />at Closing a certificate of an executive officer of Merger Sub certifYing without personal liability <br />(i) as to the incumbency and signatures of the officers of Merger Sub who execute this Agreement <br />and Merger Sub's Related Agreements on behalf of Merger Sub, (ii) as to the adoption of resolutions <br />of the board of directors of Merger Sub being correct, complete and in full force and effect on the <br />Closing Date (though not necessarily dated as of the Closing Date), authorizing (A) the execution <br />and delivery of this Agreement and Merger Sub's Related Agreements, and (B) the performance of <br />the obligations of Merger Sub hereunder and thereunder, (iii) as to Merger Sub's bylaws and all <br />amendments thereto as being correct, complete and in full force and effect on the Closing Date, and <br />(iv) that the conditions to the Company's obligations to consummate the transactions contemplated <br />by this Agreement set forth in Sections 7.2 and 7.3 with respect to Merger Sub have been satisfied. <br /> <br />Section 8.4 Waiver of Conditions. Any party may waive in writing any or all of the <br />conditions to its obligations under this Agreement, and the written waiver of any such condition will <br />constitute a waiver by such party of all rights or remedies that such party may have or have had <br />against the non-waiving party regarding the specific subject matter of the condition so waived, <br />except that no such waiver of a condition will constitute a waiver by the waiving party of any of its <br />rights or remedies, at law or in equity, at the time such condition is waived, as to the non-waiving <br />party's breach of any representation, warranty or covenant under this Agreement which has not been <br />waived by the waiving party. <br /> <br />ARTICLE NINE <br /> <br />TERMINATION <br /> <br />Section 9.1 Termination. This Agreement may be terminated and the Merger may be <br />abandoned at any time prior to the Effective Time: <br /> <br />(a) <br /> <br />by mutual written agreement of the Company and Parent; <br /> <br />ATI/90584-8 <br /> <br />48 <br />