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of Obligations of the Company. The Company shall have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to such effect.(c) Tax Sharing Agreement. The "Unqualified Tax Opinion" as defined in the Tax Sharing Agreement delivered by the Company's tax counsel to Former Parent on or prior to the date hereof with respect to the Merger pursuant to the requirements of Section 7.02(d) of the Tax Sharing Agreement shall not have been withdrawn,[link widoczny dla zalogowanych],[link widoczny dla zalogowanych],[link widoczny dla zalogowanych], unless such withdrawal arises from any failure of any statement or representation contained in any 53representation letter from Parent delivered to the Company's tax counsel in connection with such "Unqualified Tax Opinion" to be true,[link widoczny dla zalogowanych],[link widoczny dla zalogowanych],[link widoczny dla zalogowanych], correct and complete when given or at any