Common use of Certificate of Selling Shareholders Clause in Contracts

Certificate of Selling Shareholders. At Closing Time, the Lead Managers shall have received a certificate of each of the Shareholder Representatives on behalf of the Selling Shareholders, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Federal Mogul Corp)

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Certificate of Selling Shareholders. At the Closing Time, the Lead Managers shall have received a certificate of each of the Shareholder Representatives an Attorney-in-Fact on behalf of the each Selling ShareholdersShareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder - contained in Section 1(b) and (c) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all -- material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

Appears in 1 contract

Samples: International Purchase Agreement (Snyder Communications Inc)

Certificate of Selling Shareholders. At Closing Time, the Lead Managers shall have received a certificate of each of the Shareholder Representatives an Attorney-in-Fact on behalf of the each Selling ShareholdersShareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and has satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Packard Bioscience Co)

Certificate of Selling Shareholders. At Closing Time, the Lead Managers Manager shall have received a certificate of each of the Shareholder Representatives an Attorney-in-Fact on behalf of the each Selling ShareholdersShareholder, dated as of the Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of such Closing Time Time, and (ii) each Selling Shareholder has complied with all agreements and satisfied all conditions contained herein on its part to be performed under this Agreement or satisfied at or prior to the Closing Time.

Appears in 1 contract

Samples: International Purchase Agreement (Ctrip Com International LTD)

Certificate of Selling Shareholders. At Closing Time, the Lead Managers shall have received a certificate of each of the Shareholder Representatives an Attorney-in-Fact on behalf of the each Selling ShareholdersShareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each such Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each such Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Samsonite Corp/Fl)

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Certificate of Selling Shareholders. At Closing Time, the Lead Managers Manager shall have received a certificate of each of the Shareholder Representatives on behalf of the Selling ShareholdersShareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each such Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each such Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement and the U.S. Purchase Agreement at or prior to Closing Time.

Appears in 1 contract

Samples: Scripps E W Co /De

Certificate of Selling Shareholders. At the Closing Time, the Lead Managers shall have received a certificate of each of the Shareholder Representatives an Attorney-in-Fact on behalf of the each Selling ShareholdersShareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b), 1(c) and 1(d) [CARAT] hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

Appears in 1 contract

Samples: International Purchase Agreement (Snyder Communications Inc)

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