Bring-Downs Sample Clauses

Bring-Downs. On the Merger Date, the Administrative Agent shall have received confirmatory bring-downs and/or up-dates, each dated the Merger Date, of all opinions and certificates delivered pursuant to Section 5.01 and/or 5.02 which the Administrative Agent shall reasonably request.
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Bring-Downs. During the Additional Offering Period, on each date after the Initial Closing Date on which the Registration Statement or Prospectus is amended or supplemented, the Company will deliver or cause to be delivered to the Representatives upon their reasonable request (provided such request does not create undue disruption or expense for the Company): (i) supplemental opinions and/or negative assurance letters, as applicable, confirming as of such date the opinions and/or letters delivered on the Initial Closing Date pursuant to Section 7(g) hereof of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxxx & Xxxxxxx LLP and Xxxxx Xxxx LLP, (ii) in the case of an amendment or supplement to the Registration Statement or Prospectus because of new or updated financial or accounting information (including the filing of a quarterly report on Form 10-Q), (a) supplemental letters confirming as of such date the letters delivered on the Initial Closing Date pursuant to Section 7(f) hereof of Ernst & Young LLP and KPMG LLP and (b) a supplemental officers certificate confirming as of such date the matters referred to in Section 7(e) hereof.
Sample 1
Bring-Downs. On the Merger Borrowing Date, the Administrative Agent shall have received confirmatory bring-downs, each dated the Merger Borrowing Date, of all opinions and certificates delivered pursuant to subsection 5.1 which the Administrative Agent shall reasonably request.
Sample 1

Related to Bring-Downs

  • Bring Down With respect to the Sellers Guide, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA to February 24, 2006, that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. of the Sellers Guide, as such may be amended by the related MLPA, to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Loan Documents to the Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5. It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

  • Bring Down Comfort On the effective date of any post-effective amendment to the Registration Statement and on such Closing Date, the Representatives shall have received a letter (the “bring-down letter”) from PricewaterhouseCoopers LLP addressed to the Underwriters and dated such Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the bring-down letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representatives concurrently with the execution of this Agreement pursuant to paragraph (g) of this Section 6.

  • Bring-down Comfort Letter At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date not more than three (3) business days prior to the Closing Date or the Option Closing Date, as applicable.

  • Bring-down Comfort Letters At the Closing Time, the Representatives shall have received from Deloitte Statsautoriseret Revisionspartnerselskab letters, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letters furnished pursuant to subsection (j) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

  • Fee Determination Detail The Administrative Agent, and any Lender, shall provide reasonable detail to Borrower regarding the manner in which the amount of any payment to the Administrative Agent and the Lenders, or that Lender, under Article 3 has been determined, concurrently with demand for such payment.

  • Draw Down Terms Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:

  • Bring-Down Certificate Buyer will have received a certificate executed by Seller confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2.

  • Additional Action The Surviving Corporation may, at any time after the Effective Time, take any action, including executing and delivering any document, in the name and on behalf of either the Company or the Transitory Subsidiary, in order to consummate the transactions contemplated by this Agreement.

  • Additional Actions If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Merger Sub or the Company or otherwise carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of Merger Sub or the Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of Merger Sub or the Company, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

  • XXXXXAS xx xxcordance xxxx Xxxx 00x-1(k) xxder the Securities Exchange Act of 1934 (the "Act"), only one statement containing the information required by Schedule 13G and any amendments thereto need be filed whenever two or more persons are required to file such a statement or any amendments thereto with respect to the same securities, provided that said persons agree in writing that such statement or any amendment thereto is filed on behalf of them.

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