Sabratek Closing Representation Sample Clauses

Sabratek Closing Representation. At the Closing, if Sabratek Stock comprises all or any part of the Purchase Price (or, in case of the Asset Acquisition Alternative, if Sabratek Stock comprises the Asset Acquisition Purchase Price), then Sabratek shall deliver to Unitron (on behalf of the Unitron Shareholders) a written statement, signed on behalf of Sabratek by the Chief Financial Officer or the President of Sabratek and dated as of the Closing Date (the "Sabratek Closing Representation"), representing and warranting to the Unitron Shareholders that: (i) there have been no material adverse changes in Sabratek's financial condition, results of operations, assets, liabilities, business or prospects since the date of Sabratek's then most recent periodic report (10-K, 10-Q or 8-K) filed with the SEC; and (ii) that the Registration Agreement is in full force and effect. Notwithstanding anything to the contrary contained herein, delivery of the Sabratek Closing Representation shall not be deemed to be a condition to Closing, but the Closing shall proceed with the Purchase
Sample 1
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Sabratek Closing Representation. At Closing, Sabratek shall deliver to GDS (on behalf of the GDS Shareholders) a written statement, signed on behalf of Sabratek by the Chairman of the Board and the Chief Financial Officer of Sabratek and dated as of the Closing Date (the "Sabratek Closing Representation"), representing and warranting to the GDS Shareholders that: (i) there have been no material adverse changes in Sabratek's financial condition, results of operations, assets, liabilities, business or prospects since the date of Sabratek's last periodic report (10-K, 10-Q or 8-K) filed with the SEC; and (ii) that certain Registration Rights Agreement among Sabratek, GDS and the GDS Shareholders dated effective as of the Effective Date of this Agreement (the "Registration Agreement") is in full force and effect and that Sabratek has performed all obligations required to be performed under the Registration Agreement at or prior to the Closing under this Agreement. Notwithstanding anything to the contrary contained herein, delivery of the Sabratek Closing Representation shall not be deemed to be a condition to Closing, but Closing shall proceed with the Purchase Price being payable in cash as provided under SECTION 3.3(A).
Sample 1

Related to Sabratek Closing Representation

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Seller Representations Seller hereby represents and warrants that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • Holder’s Representations and Warranties As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of the Closing Date, as follows:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Client Representations and Warranties You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise. If you are an entity (e.g., corporation, partnership, limited liability company, or trust), this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms. You agree to promptly deliver such corporate resolution or other action authorizing this Agreement at our request. You acknowledge that you have provided us with the information set forth on the “Client Profile” (Exhibit C) and represent that such information is a complete and accurate representation of your financial position and of your investment needs, goals, objectives, and risk tolerance at the time of entering into this Agreement and warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate during the term of this Agreement. You also agree to provide us with any other information and/or documentation that we may request in furtherance of this Agreement or related to your investment needs, goals, objectives, and risk tolerance for the Account, either directly from you or through your designated attorney, accountant, or other professional advisers. You acknowledge that we are authorized to rely upon any information received from such attorney, accountant, or other professional adviser and are not required to verify the accuracy of the information.

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

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