Continuing Warranties, Certificate Sample Clauses

Continuing Warranties, Certificate. The representations and warranties of the Company contained in this Agreement shall be correct on and as of the Effective Time in all material respects with the same effect as though made and as of such date, except for the changes contemplated by this Agreement, and the Company shall have performed in all material respects all of its obligations to be performed, and Purchaser shall have received at the Effective Time a certificate to that effect, dated the Effective Time, and executed on behalf of the Company by an executive officer of the Company. Notwithstanding anything in the foregoing to the contrary, this Section 7.1(b) shall be deemed to have been fulfilled regardless of whether the representations contained in Section 5.1 shall not be so correct or the covenants in Sections 6.1 and 6.2 to the extent it is applied to these sections.
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Continuing Warranties, Certificate. The representations and warranties of the Purchaser continued in this Agreement shall be correct on and as of the Effective Time in all material respects with the same effect as though made and as of such date, except for the changes contemplated by this Agreements, and the Purchaser shall have performed in all material respects all of its obligations to be performed, and Company shall received at the Effective Time a certificate to that effect, dated the Effective Time, and executed on behalf of the Purchaser by an executive officer of the Purchaser.
Sample 1Sample 2See All (4)
Continuing Warranties, Certificate. The representations and warranties of the Stockholders and the Company contained in Section 5.2 shall be true and correct in all respects on and as of the Effective Time as though made on and as of the Effective Time, except for (i) changes contemplated by this Agreement or in the Disclosure Schedule, or (ii) where such untruth or incorrectness would not have a Material Adverse Effect or result in a Material Adverse Change, and the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and Acquisition shall have received at the Effective Time certificates to the foregoing effect, dated the Effective Time, and executed by the Stockholders and on behalf of the Company by an executive officer of the Company.
Sample 1
Continuing Warranties, Certificate. The representations and warranties of Acquisition contained in Section 5.2 shall be true and correct in all material respects on and as of the Effective Time as though made on and as of the Effective Time, except for the changes contemplated by this Agreement, and Acquisition shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the Company shall have received at the Effective Time certificates to the foregoing effect, dated the Effective Time, and executed on behalf of Acquisition by an executive officer of Acquisition.
Sample 1
Continuing Warranties, Certificate. The representations and warranties of the Company contained in Section 6.1 shall be true and correct in all material respects on and as of the Stock Purchase Closing as though made on and as of the Stock Purchase Closing, except for changes contemplated by this Agreement, and Holdings and the Company shall each have performed in all material respects all of its obligations hereunder theretofore to be performed, and Purchaser shall have received at the Stock Purchase Closing a certificate to the foregoing effect, dated the Stock Purchase Closing, and executed on behalf of each of Holdings and the Company by an executive officer of such entity.
Sample 1
Continuing Warranties, Certificate. Except for such inaccuracies in the representations set forth in Section 6.2(f) which (individually or when aggregated with all other inaccuracies and failures by Purchaser and Merger Sub to perform their respective covenants under this Agreement) do not materially adversely affect Purchaser and its subsidiaries (taken as a whole), the representations and warranties contained in Section 6.2 shall be true and correct in all material respects on and as of the Stock Purchase Closing as though made on and as of the Stock Purchase Closing, except for the changes contemplated by this Agreement, and each of Purchaser and Merger Sub shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the Company shall have received at the Stock Purchase Closing a certificate to the foregoing effect, dated the Stock Purchase Closing, and executed on behalf of Purchaser and Merger Sub by an executive officer of Purchaser and Merger Sub.
Sample 1

Related to Continuing Warranties, Certificate

  • Representation Dates; Certificate On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

  • Representation Dates; Certificates On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and:

  • Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees, or any one of them, on behalf of the Trust shall execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

  • Trustee's Certificate On or as soon as practicable after each date on which the Servicer shall purchase Administrative Receivables or the Seller shall repurchase Warranty Receivables, the Trustee shall submit to the Servicer or the Seller, as applicable, a Trustee's Certificate (substantially in the form attached hereto as Exhibit B), identifying the purchaser and the Receivables so purchased, executed by the Trustee and completed as to its date and the date of this Agreement, and accompanied by a copy of the Servicer's Certificate for the related Collection Period. The Trustee's Certificate submitted with respect to such Distribution Date shall operate, as of such Distribution Date, as an assignment, without recourse, representation or warranty, to the Seller or the Servicer, as the case may be, of all the Trustee's right, title and interest in and to such Administrative Receivable or Warranty Receivable and to the other property conveyed to the Trust pursuant to Section 2.01 with respect to such Administrative Receivable or Warranty Receivable, and all security and documents relating thereto, such assignment being an assignment outright and not for security.

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Representations, Warranties, Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.

  • Representations and Warranties on Deposit of Shares Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • Representations, Warranties and Covenants of Buyer Buyer hereby represents, warrants and covenants to Seller as follows:

  • REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER The Purchaser warrants and represents to, and covenants and agrees with, the Seller as follows:

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