Covenants and Representations and Warranties. Borrowers hereby:
Covenants and Representations and Warranties. As of the date hereof the Borrower is in full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the Borrower contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name:
Covenants and Representations and Warranties. As of the date hereof the Guarantor is in full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the Guarantor contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name:
Covenants and Representations and Warranties. The Buyer shall have performed and observed in all material respects each covenant or other obligation required to be performed or observed by it pursuant to this Agreement at or prior to the Closing. The representations and warranties of Buyer contained in Article VI of this Agreement shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date as though made at and as of the Closing Date.
Covenants and Representations and Warranties. 7 Section 3.1 Stockholders Meeting..............................7 Section 3.2 Filings; Other Actions............................7 Section 3.3 Reasonable Efforts...............................10 Section 3.4 Representations and Warranties of the Company....10 Section 3.5 Representations and Warranties of UNITRIN and Merger Sub.....................................12 ARTICLE IV
Covenants and Representations and Warranties. As of the date hereof the Borrower is in full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the Borrower contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name: 1 Choose as appropriate 2 Insert the relevant corporate body (Board of Directors, Executive Committee) or other group (such as shareholders), as appropriate, if this bracketed clause is applicable Export Prepayment Finance Agreement dated as of March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. EXHIBIT B TO CERTIFICATE OF OFFICER [BORROWER’S LETTERHEAD] Incumbency Certificate I, [•], [title] of (the “Borrower”), DO HEREBY CERTIFY, in connection with the Export Prepayment Finance Agreement dated as of March 10, 2014 among Adecoagro Vale do Ivinhema S.A. as the Borrower, the Guarantors, ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent, the Lead Arranger and the Lenders party thereto (the “Agreement”), that the following statements are true and correct:
Covenants and Representations and Warranties. All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached shall not affect the incorrectness of or a breach of a representation and warranty hereunder. The representations and warranties contained in this Agreement or in any certificate or other writing delivered in connection with this Agreement shall not survive the Closing. * * * * *
Covenants and Representations and Warranties. Stem Cell and Acquisitionco shall have complied in all material respects with their respective obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Time except if the failure to comply with such obligation, covenant or agreement would not significantly delay or impede completion of the Transaction or the ability of Stem Cell or Acquisitionco to complete the Transaction and shall not be in material default of any covenant contained herein and the representations and warranties of Stem Cell in sections 3.1 and 3.2 shall be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties that represent and warrants facts or information as at a specific or particular date, which representations and warranties shall truly and correctly represent such facts or information as of that date), except:
Covenants and Representations and Warranties. Trillium shall have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date except if the failure to comply with such obligation, covenant or agreement would not significantly delay or impeded completion of the Transaction or the ability of Trillium to complete the Transaction and shall not be in material default of any covenant contained herein and the representations and warranties of Trillium in sections 3.1 and 3.3 shall be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties that represent and warrant facts or information as at a specific or particular date, which representations and warranties shall truly and correctly represent such facts or information as at such date), except (i) as affected by transactions, changes, conditions, events or circumstances contemplated or permitted by this Agreement, or (ii) for breaches of representations and warranties which in the aggregate do not have a Material Adverse Effect on Trillium or prevent or materially delay or impede the consummation of the Transaction or the ability of Trillium to complete the Transaction and Stem Cell and Acquisitionco shall have received a certificate of Trillium addressed to Stem Cell and Acquisitionco and dated the Effective Date, signed by the Chief Executive Officer of Trillium (on behalf of Trillium and without personal liability) certifying the foregoing;
Covenants and Representations and Warranties. Seller shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing Date; each of the representations and warranties of Seller contained in this Agreement shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date), except for any inaccuracies therein, which do not reflect a Material Adverse Effect; and Buyer shall have received a certificate signed on behalf of Seller by one of its officers to that effect.
