Bring-Down Certification Sample Clauses
Bring-Down Certification. Seller hereby certifies to TheMaven and Purchaser as follows:
a. The representations and warranties of Seller set forth in Section 3 of the Asset Purchase Agreement are true and correct in all material respects as of the date hereof, except for representations and warranties made as of a specified date, which are true and correct in all material respects as of such date.
b. Seller has performed or complied with, in all material respects, its agreements and covenants required to be performed or complied with under the Asset Purchase Agreement prior to the Closing.
Bring-Down Certification. The Company hereby certifies to TheMaven as follows:
a. The representations and warranties of the Company set forth in Section 2 of the Merger Agreement are true and correct in all material respects as of the date hereof, except for representations and warranties made as of a specified date, which are true and correct in all material respects as of such date.
b. The Company has performed or complied with, in all material respects, its agreements and covenants required to be performed or complied with under the Merger Agreement prior to the Effective Time.