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
Samples: Employment Agreement (Lmi Aerospace Inc), Stock Purchase Agreement
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
Samples: Equity Interest Purchase Agreement (Advanced Micro Devices Inc), Equity Interest Purchase Agreement
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
Samples: Membership Interest Purchase Agreement (Helix TCS, 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
Samples: Stock and Membership Interest Exchange Agreement (Coconnect, Inc.)
Bring-Down Certificate. Buyer Seller will have received a certificate executed by each Seller Xxxxx 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
Samples: Equity Interest Purchase Agreement
Bring-Down Certificate. Buyer Seller will have received a certificate executed by each Seller confirming Xxxxx 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
Samples: Membership Interests Purchase Agreement (Addus HomeCare Corp)
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 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 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
Samples: Share Exchange and Purchase Agreement (Strategabiz, 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 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
Samples: Stock and Membership Interest Exchange Agreement (Coconnect, 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 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
Samples: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, 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 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
Samples: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, 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
Samples: Membership Interest Purchase Agreement (Helix TCS, Inc.)
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
Samples: Membership Interests Purchase Agreement (Addus HomeCare Corp)
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
Samples: Equity Interest Purchase Agreement (Advanced Micro Devices Inc)