BRING-DOWN OF REPRESENTATIONS. The Company hereby certifies that, as of the date of this Amendment, (i) the representations and warranties contained in Section 4.1 of the Loan Agreement are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to this Amendment, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of the Loan Agreement except to the extent stated to have been made as of the Agreement Date, and (ii) no Default exists.
BRING-DOWN OF REPRESENTATIONS. Evotec hereby agrees that each invoice delivered by Evotec to the Foundation in respect of any Monthly Services Payment shall be deemed a certification by Evotec that as of the date of such invoice (A) each of the representations and warranties of Evotec set forth in this Agreement are true and correct and (B) there is no breach by Evotec of any covenant of Evotec set forth in this Agreement.
BRING-DOWN OF REPRESENTATIONS. The Company hereby certifies that, as of the date of this Amendment, (i) the representations and warranties contained in Section 4.1 of the Amended Loan Agreement are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to this Amendment, except to the extent stated to have been made as of the Agreement Date, and (ii) no Default exists.
BRING-DOWN OF REPRESENTATIONS. The representations, warranties and agreements of the Town contained herein shall be true, complete and correct on the date hereof and on and as of the Closing Date.
BRING-DOWN OF REPRESENTATIONS. The Company shall reaffirm the representations and warranties set forth in this Section 3 as of each Pricing Date and Purchase Date (each such day, a "RELEVANT DATE").
BRING-DOWN OF REPRESENTATIONS. During the term hereof such Shareholder will not enter into any transaction, take any action or by inaction permit any event to occur that would result in any of the representations or warranties of such Shareholder herein contained not being true and correct at and as of (a) the time immediately after the occurrence of such transaction, action or event or (b) the date of any closing of an Approved Sale. Without limiting the generality of the foregoing, each Shareholder covenants and agrees that such Shareholder will not sell, transfer, pledge, assign or otherwise convey or dispose of, or enter into any contract, option, agreement or other arrangement or understanding with respect to the sale, transfer, pledge, assignment, conveyance or other disposition of, any Shares, other than as set forth in this Agreement.
BRING-DOWN OF REPRESENTATIONS. On each Maturity Date, Borrower shall deliver to Lender a certificate executed by a responsible officer of Borrower remaking each of the representations in this Article III, with no exceptions, other than (i) those contained in the Exception Report delivered to Lender as of the Restatement Effective Date and (ii) any additional exception that shall be acceptable to Lender in its sole discretion exercised in good faith. Borrower’s failure or inability to deliver any such certificate shall be an immediate and automatic Event of Default.
BRING-DOWN OF REPRESENTATIONS. The representations and warranties of MDV contained herein will be true and correct at and as of the Effective Date as though made at and as of such date, except as affected by the transactions contemplated by this Agreement (including but not limited to, the exercise of any outstanding Option) or where intended by their context to be accurate only as of the date when made.
BRING-DOWN OF REPRESENTATIONS. The representations and warranties of Alliance and Merger Sub contained herein will be true and correct at and as of the Effective Date as though made at and as of such date, except as affected by the transactions contemplated by this Agreement or where intended by their context to be accurate only as of the date when made.
BRING-DOWN OF REPRESENTATIONS. The representations, warranties and agreements of the Authority contained herein and the Local Agencies contained in their respective Letters of Representations shall be true, complete and correct on the date hereof and on and as of the date of the Closing.
