Bring-Down Certificate. Buyer will have received a certificate executed by each Seller confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Membership Interest Purchase Agreement (Lmi Aerospace Inc)
Bring-Down Certificate. Buyer will have received a certificate executed by each Seller confirming (ai) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 8.01(a) and (bii) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2.8.01(b) (the “Seller Bring Down Certificate”); and
Appears in 2 contracts
Sources: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement (Advanced Micro Devices Inc)
Bring-Down Certificate. Buyer Sellers’ Representative will have received a certificate executed by each Seller Buyer confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 10.1, and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.210.2.
Appears in 1 contract
Bring-Down Certificate. Buyer will have received a certificate executed by each Seller confirming Parent and Seller confirming, (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 8.1; and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2.
Appears in 1 contract
Sources: Membership Interests Purchase Agreement (Addus HomeCare Corp)
Bring-Down Certificate. Buyer Seller will have received a certificate executed by each Seller confirming ▇▇▇▇▇ confirming, (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 9.1; and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.29.2.
Appears in 1 contract
Sources: Membership Interests Purchase Agreement (Addus HomeCare Corp)
Bring-Down Certificate. Buyer Seller will have received a certificate executed by each Seller ▇▇▇▇▇ confirming (ai) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 8.02(a) and (bii) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2.8.02(b) (the “Buyer Bring Down Certificate”);
Appears in 1 contract
Sources: Equity Interest Purchase Agreement
Bring-Down Certificate. Buyer will have received a certificate executed by each Seller confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2.
Appears in 1 contract
Bring-Down Certificate. Buyer will have received a certificate executed by each Seller confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 7.01 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.27.02.
Appears in 1 contract
Sources: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, Inc.)
Bring-Down Certificate. Buyer will have received a certificate executed by each Seller confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 8.01 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.28.02. This section is waived at agreement of Buyer and Company.
Appears in 1 contract
Sources: Share Exchange and Purchase Agreement (THC Therapeutics, Inc.)
Bring-Down Certificate. Buyer will have received a certificate executed by each Seller Sellers confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 10.1 and (b) the performance of and compliance with its covenants and obligations including, without limitation, those set forth in Section 6.3, to be performed or complied with at or prior to the Closing in accordance with Section 8.210.2.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Helix TCS, Inc.)
Bring-Down Certificate. Buyer will have received a certificate executed by each Seller confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 8.01 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.28.02.
Appears in 1 contract
Sources: Share Exchange and Purchase Agreement (Strategabiz, Inc.)
Bring-Down Certificate. Buyer Sellers’ Representative will have received a certificate executed by each Seller ▇▇▇▇▇ confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 9.01 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.29.02. This section is waived at the Agreement of Buyer and Company.
Appears in 1 contract
Sources: Share Exchange and Purchase Agreement (THC Therapeutics, Inc.)
Bring-Down Certificate. Buyer will have received received, from each Seller separately, a certificate executed by each such Seller confirming (a) the accuracy of its the representations and warranties made by such Seller as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 8.01 and (b) the performance of and compliance with its the covenants and obligations of such Seller to be performed or complied with at or prior to the Closing in accordance with Section 8.28.02.
Appears in 1 contract
Sources: Stock and Membership Interest Exchange Agreement (Coconnect, Inc.)
Bring-Down Certificate. Buyer Seller will have received a certificate executed by each Seller Buyer confirming (ai) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 8.02(a) and (bii) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2.8.02(b) (the “Buyer Bring Down Certificate”);
Appears in 1 contract
Sources: Equity Interest Purchase Agreement (Advanced Micro Devices Inc)
Bring-Down Certificate. Buyer Seller will have received a certificate executed by each Seller Buyer confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 9.1 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.29.2.
Appears in 1 contract
Bring-Down Certificate. Buyer Seller will have received a certificate executed by each Seller Buyer confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 8.01 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.28.02.
Appears in 1 contract
Sources: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, Inc.)
Bring-Down Certificate. Buyer Each Seller will have received a certificate executed by each Seller Buyer confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 9.01 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.29.02.
Appears in 1 contract
Sources: Stock and Membership Interest Exchange Agreement (Coconnect, Inc.)
Bring-Down Certificate. Buyer Sellers or Sellers’ Representative will have received a certificate executed by each Seller Buyer confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 9.1 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.29.2.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Helix TCS, Inc.)