Certificates of Sellers. Purchaser shall have received all certificates, instruments, agreements and other documents to be delivered on or before the Closing Date pursuant to Section 2.3(a).
Certificates of Sellers. Secretaries certifying as to Sellers' Articles of Incorporation and Bylaws (copies of which shall be attached thereto); and
Certificates of Sellers. (i) All of the representations and warranties regarding each Company or Subsidiary in Article 2 and each Seller in Article 3 (A) that are qualified as to “materiality” (or as to “Material Adverse Effect”) will be true and correct in all respects as of the date hereof and must be true and correct in all respects as if made on the Closing Date, and (B) that are not qualified as to “materiality” (or as to “Material Adverse Effect”) will be true and correct in all material respects as of the date hereof and must be true and correct in all material respects as if made on the Closing Date; (ii) the Companies, the Subsidiaries and each Seller must have performed and complied in all material respects with all of its covenants and agreements to be performed prior to or at the Closing; and (iii) each Seller must deliver to the Buyer at the Closing a certificate, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction of the conditions in clauses (i) and (ii) above.
Certificates of Sellers. Each Seller shall have delivered to Buyer an officer’s certificate (signed on behalf of such company by its President) dated the Closing Date certifying the fulfillment of the conditions specified in Sections 7.1 and 7.2 hereof. In addition, PowerComm shall certify to Buyer that (i) year-to-date EBITDA (based on financial statements of PowerComm for the period ended September 30, 2009 and compliant with Canadian GAAP) for the period between April 1, 2009 and September 30, 2009 is at least CDN$2,000,000, (ii) Xxxxx Xxxxxxxxxx and any Affiliates and family members of Xx. Xxxxxxxxxx beneficially own or control, directly or indirectly, less than five percent (5%) in the aggregate of the total outstanding capital stock of AWG and (iii) Ashley Hope and any Affiliates and family members of Mr. Hope beneficially own or control, directly or indirectly, less than five percent (5%) in the aggregate of the total outstanding capital stock of AWG.
Certificates of Sellers. Purchaser shall have received all certificates, instruments, agreements and other documents to be delivered on or before the Closing Date pursuant to Article 12 of this Agreement; provided, however, that Sections 9.4, 9.5 and 9.6 shall be the sole condition to Purchaser's obligations relating to the obtaining of Consents.
Certificates of Sellers. Sellers shall have delivered to Purchaser a certificate, dated the Closing Date and executed by Sellers, substantially in the form and to the effect of Exhibit E hereto.
Certificates of Sellers. Sellers shall have each delivered to Buyer a certificate, which shall be dated as of the Closing Date and which shall be signed by the Seller delivering same, certifying that (i) each and every covenant and agreement of Sellers contained in this Agreement to be performed by Sellers on or prior to the Closing Date has been performed by Sellers and (ii) the representations and warranties of Sellers contained in Section 2.01 hereof, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith, were true and correct when made and are true and correct as of the Closing Date.
Certificates of Sellers. 42 10.07 OPINION OF SELLERS' COUNSEL.............................................................43 10.08
Certificates of Sellers. (a) Each Seller shall have delivered to Buyer its certificate, dated the Closing Date, signed by such Seller or its Chief Executive Officer or President or any of its Vice Presidents, certifying that: (i) each and every representation and warranty made by it under this Agreement is true and accurate in all material respects as of the Closing; and (ii) such Seller has performed, in all material respects, at or prior to the Closing all of the covenants and agreements required to be performed by it at or prior to the Closing pursuant to this Agreement.
(b) On or before the Closing Date, Sellers may deliver to Buyer one or more proposed amendments to the Schedules to reflect any information not included in the original Schedules. If Buyer accepts in writing (which acceptance or rejection shall be in Buyer's sole and absolute discretion) such amendments to the Schedules and/or the certificates described in clause (a) containing exceptions, and proceeds with the Closing, then Buyer shall be deemed to have waived any rights against Sellers with respect to any misrepresentation or breach of warranty disclosed in such amendments or exceptions.
Certificates of Sellers. Sellers shall have delivered to Buyer a Certificate of Sellers, dated the Closing Date, certifying as to the fulfillment of the conditions specified in Sections 9.1 and 9.2 hereof.
