Bring-Down Certificate definition
Bring-Down Certificate has the meaning specified in Section 2.6(b)(i).
Bring-Down Certificate has the meaning set forth in Section 13.4.
Bring-Down Certificate means, as applicable, the bring-down certificate to be delivered by the Seller to the W&I Insurer on the Closing Date, in the form as required by the W&I Insurer.
Examples of Bring-Down Certificate in a sentence
To the extent any facts, matters or circumstances are disclosed in the Bring-Down Certificate, Seller shall not be liable for any representations and warranties being untrue as a result of such disclosure of facts, matters or circumstances.
Purchaser acknowledges and agrees that the Bring-Down Certificate will only be given to the Knowledge of Seller.
To the extent any facts, matters or circumstances are disclosed in the Bring-Down Certificate, each Seller shall not be liable for any representations and warranties being untrue as a result of such disclosure of facts, matters or circumstances.
Purchaser acknowledges and agrees that the Bring-Down Certificate will only be given to Knowledge of each Seller.
More Definitions of Bring-Down Certificate
Bring-Down Certificate is defined in Section 6.01(h).
Bring-Down Certificate means a certificate, in the form attached hereto as Exhibit I, to be delivered by the Company to the Class A Members in respect of the Capital Contributions set forth in Section 4.1(b)(i) stating that the Company has spent or committed to spend all previous Capital Contributions by the Class A Members in accordance with an Approved Budget, and will spend the Capital Contribution to which the Bring Down Certificate relates in accordance with an Approved Budget.
Bring-Down Certificate shall have the meaning set forth in Section 5.03.
Bring-Down Certificate means a certificate in substantially the same form as Schedule “C” for Vendors and Schedule “D” for Purchaser;
Bring-Down Certificate has the meaning ascribed to such term in Section 10.3(k).
Bring-Down Certificate has the meaning set forth in Section 3.2(c).
Bring-Down Certificate means a certificate in the agreed form setting forth (in reasonable detail) the circumstances (if any) relating to the operations of the Company that have come to the awareness of the Management Sellers between the date of this Agreement and Closing which give rise to a material breach of any of the Warranties and would be expected to have a material adverse effect on the Business, taken as a whole;