Bringdown Certificates. Without limiting Section 4.7, during the term of this Agreement,
Bringdown Certificates. Without limiting Section 4.7, during the term of this Agreement, each time the Issuer files:
Bringdown Certificates. (i) A certificate in the form attached hereto as Exhibit D-1, duly executed by the Sellers’ Representative as of the Closing Date, and (ii) a certificate in the form attached hereto as Exhibit D-2, duly executed by the Company as of the Closing Date, in each case to the effect that the conditions set forth in Sections 7.1(c) and (d) have been satisfied.
Bringdown Certificates. (i) A customary bringdown certificate in form and substance reasonably satisfactory to the Purchaser, duly executed by each Seller as of the Closing Date, (ii) a customary bringdown certificate in form and substance reasonably satisfactory to the Purchaser, duly executed by an authorized officer of the Acquired Companies as of the Closing Date, and (iii) a customary bringdown certificate in form and substance reasonably satisfactory to the Purchaser, duly executed by an authorized officer of the Blockers as of the Closing Date, with respect to the matters applicable to the delivering Party set forth in Sections 8.1(c) (Representations and Warranties) and 8.1(d) (Performance of Obligations).
Bringdown Certificates. 40 3.25 . . . . . . . . . . . . . . . . . . . . . . . 41 3.27 Lending Relationships. . . . . . . . . . . . . 41 3.28 Other Approvals, Consents, Documents and Opinions 41 4. Representations and Warranties. . . . . . . . . . . 41 4.1
Bringdown Certificates. Each of the Companies shall deliver to the Investor a Bringdown Certificate signed by an authorized officer of each of the Companies. In the event that any of the Companies delivers a Bringdown Certificate that discloses that any representation or warranty set forth in sections 3.1 and/or 3.2, as the case may be, has changed, and such disclosure reveals that a Material Adverse Change has occurred, the Investor, in addition to all other rights and remedies available to the Investor at law or otherwise, shall be entitled, at its sole and absolute discretion, to refuse to purchase any of the Convertible Debentures and shall be released of any further obligations under this Agreement.
Bringdown Certificates. Lender shall have received a certificate, dated as of the Effective Date and in form and substance satisfactory to Lender, of (a) the Chief Executive Officer and Chief Financial Officer of Borrower, to the effect that (i) no Default or Event of Default shall have occurred and be continuing or shall exist immediately following the effectiveness of Section 2; (ii) all representations and warranties of such Person or any Subsidiary such Person set forth herein or in any other Loan Document (other than those that speak as of a specific date) are true and correct in all material respects on the Effective Date as if made on and as of the Effective Date; and (iii) all other conditions precedent set forth in this Section 3 have been satisfied; and (b) the Chief Executive Officer and Chief Financial Officer of Cadiz, to the effect that (i) no Default or Event of Default with respect to Cadiz or any of its Subsidiaries other than Borrower and Borrower's Subsidiaries shall have occurred and be continuing or shall exist immediately following the effectiveness of Section 2; and (ii) all representations and warranties of Cadiz set forth in the Cadiz Agreement or in any other Loan Document (other than those that speak as of a specific date) executed and delivered by Cadiz are true and correct in all material respects on the Effective Date as if made on and as of the Effective Date.
Bringdown Certificates. The Parent Bringdown Certificate and the Company Bringdown Certificate shall not reflect a Parent Material Adverse Effect or Company Material Adverse Effect, as applicable.
