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. The Borrower 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. 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 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. 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 Borrower hereby certifies that, as of the date hereof, after giving effect to this Amendment, (i) each of the representations and warranties contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement are true and correct in all material respects, with the same effect as if made on the date hereof (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); provided that to the extent that any representation or warranty is qualified by materiality, “Material Adverse Effect” or similar qualifier, it shall be true and correct in all respects; and (ii) there exists no Default.
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. Each of the representations and warranties set forth in Article 3 of that certain Note and Warrant Purchase Agreement between Technology Investment Capital Corp., Borrower, et al. dated March 31, 2004, as in effect on the date hereof (as amended from time to time prior to the date hereof, the "TICC Credit Agreement") are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (provided, that, for such purpose, (i) the terms Parent, Co-Borrower and Obligor referred to in the TICC Credit Agreement shall be deemed to include, in addition to the entities referred to the therein, the Borrower, and (ii) all references to "the
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. 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.
