Certificate of Grace. (a) Grace shall have delivered to Buyer a certificate of Grace, dated the Closing Date, signed by a Vice President or more senior officer of Grace certifying that (except as specifically set forth in such certificate): (i) each and every representation and warranty of Grace under this Agreement that is qualified as to materiality is true and accurate and each of the representations and warranties of the Selling Companies under this Agreement that are not so qualified is true and accurate in all material respects as of the Closing and (ii) Grace and the other Selling Companies have in all material respects performed or complied with at or prior to the Closing all of the covenants and agreements required to be performed by them at or prior to the Closing pursuant to this Agreement.
Certificate of Grace. 67 10.5 Litigation . . . . . . . . . . . . . . . . . . . . 67
Certificate of Grace. 36 10.07 Opinion of Counsel 37 Article 11Conditions Precedent to the Obligations of Sellers 37 11.01 Accuracy of Representations and Warranties 37 11.02 Performance of Covenants and Agreements 37 11.03 Hart-Scott-Rodino Act anx Xxxxx Governmental Approvals 37 11.04 Permits and Consents 37 11.05 Litigation 38 11.06 Certificate of Buyer 38 11.07 Opinion of Counsel 38 Article 12Employee Matters 38 12.01 Employees of Amicon Companies 38 12.02 Current and Continued Employees 39 12.03 No Obligation to Hire Current Employees. 39 12.04 Terms of Employment 39 12.05 Recognition of Seniority 40 12.06 Employment Related Indemnities 40 12.07 Employee Information Sharing 41 Article 13Termination 41 13.01 Rights to Terminate 41 13.02 Consequences of Termination 41 Article 14General Indemnification 42 14.01 Definitions 42 14.02 Sellers' Indemnification 43 14.03 Buyers' Indemnification 43 14.04 Limitations 44 14.05 Special Environmental Indemnification 44 14.06 Defense of Third Party Claims 46 14.07 No Consequential or Lost Profit Damages 48 Article 15Cooperation in Various Matters 48 15.01 Mutual Cooperation 48 15.02 Preservation of Buyers' Files and Records 49 15.03 Preservation of Selling Companies' Files and Records49 Article 16Post-Closing Matters 49 16.01 Reports 49 16.02 Renewal of Guaranteed Items 50 16.03 Payment and Discharge of Certain Intercompany Liabilities 50 16.04 Use of "Grace" Name 50 16.05 Intercompany Agreements 51 16.06 Confidentiality 51 16.07 Income Tax Matters 52 16.08 Power of Attorney 54 Article 17Expenses and Taxes 55 17.01 Buyers' Expenses 55 17.02 Sellers' Expenses 55 17.03 Transfer Taxes 55 17.04 VAT Included in Total Subject Assets 56 Article 18Notices 56 18.01 Notices 56 Article 19General 57 19.01 Entire Agreement 57 19.02 Governing Law 58 19.03 Submission to Jurisdiction 58 19.04 Governing Language 58 19.05 Successors 58 19.06 Amendments and Waivers 58 19.07 Counterparts 59 19.08 Captions. 59 19.09 Specific Performance 59 EXHIBITS Number Description
Certificate of Grace. Grace shall have delivered to Buyer a certificate of Grace, dated the date of the Closing, signed by any Vice President or more senior officer of Grace certifying that: (a) each and every representation and warranty of Grace under this Agreement that is qualified by materiality shall be true and accurate and each of the representations and warranties of Grace under this Agreement that is not so qualified shall be true and accurate in all material respects as of the Closing, and (b) Grace and the other Selling Companies have performed in all material respects at or prior to the Closing all of the covenants and agreements required to be performed by them at or prior to the Closing pursuant to this Agreement. If such certificate lists any exceptions to either of the statements set forth in clauses (a) or (b) above, and the Buying Companies accept such certificate and proceed with the Closing, the Buyer Group shall not be deemed to have waived any rights against the Grace Group with respect to such exceptions.
