Common use of Bring-Down Certificate Clause in Contracts

Bring-Down Certificate. Seller will have received a certificate executed by ▇▇▇▇▇ 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 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 9.2.

Appears in 1 contract

Sources: Membership Interests Purchase Agreement (Addus HomeCare Corp)

Bring-Down Certificate. Seller Buyer will have received a certificate executed by ▇▇▇▇▇ Seller 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 9.18.1; 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 9.28.2.

Appears in 1 contract

Sources: Membership Interests Purchase Agreement (Addus HomeCare Corp)

Bring-Down Certificate. Seller Buyer will have received received, from each Seller separately, a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.28.02.

Appears in 1 contract

Sources: Stock and Membership Interest Exchange Agreement (Coconnect, Inc.)

Bring-Down Certificate. Seller Buyer will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.210.2.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Helix TCS, Inc.)

Bring-Down Certificate. Seller will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.28.02.

Appears in 1 contract

Sources: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, Inc.)

Bring-Down Certificate. Seller Sellers’ Representative will have received a certificate executed by ▇▇▇▇▇ 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 9.1; 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 9.29.02. 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. Seller Sellers or Sellers’ Representative will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.2.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Helix TCS, Inc.)

Bring-Down Certificate. Seller Buyer will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.28.02. 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. Seller will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.2.8.02(b) (the “Buyer Bring Down Certificate”);

Appears in 1 contract

Sources: Equity Interest Purchase Agreement (Advanced Micro Devices Inc)

Bring-Down Certificate. Seller will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.2.

Appears in 1 contract

Sources: Stock Purchase Agreement (Fuel Tech, Inc.)

Bring-Down Certificate. Seller will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.2.8.02(b) (the “Buyer Bring Down Certificate”);

Appears in 1 contract

Sources: Equity Interest Purchase Agreement

Bring-Down Certificate. Seller Buyer will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.27.02.

Appears in 1 contract

Sources: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, Inc.)

Bring-Down Certificate. Each Seller will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.29.02.

Appears in 1 contract

Sources: Stock and Membership Interest Exchange Agreement (Coconnect, Inc.)

Bring-Down Certificate. Seller Buyer will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.28.02.

Appears in 1 contract

Sources: Share Exchange and Purchase Agreement (Strategabiz, Inc.)

Bring-Down Certificate. Seller Sellers’ Representative will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.210.2.

Appears in 1 contract

Sources: Purchase Agreement (Leggett & Platt Inc)

Bring-Down Certificate. Seller Buyer will have received a certificate executed by ▇▇▇▇▇ confirming, 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 9.1; 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 9.28.2.

Appears in 1 contract

Sources: Stock Purchase Agreement (Fuel Tech, Inc.)