Certificates of Selling Shareholders. A certificate, dated such Date of Delivery, of each of (a) the Insight Selling Shareholders and (b) an Attorney-in-Fact on behalf of each Non-Insight Selling Shareholder, each confirming that the respective certificate delivered at the Closing Time pursuant to Section 5(g) remains true and correct as of such Date of Delivery.
Certificates of Selling Shareholders. At Closing Time, the Representative shall have received a certificate of Providence Equity Partners and a certificate of each of the Other Selling Shareholders, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.
Certificates of Selling Shareholders. At Closing Time, the International Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time to the effect that (i) the representations and warranties of such Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) such Selling Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to Closing Time.
Certificates of Selling Shareholders. At Closing Time, the U.S. Underwriters shall have received certificates signed by each Selling Shareholder or an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.
Certificates of Selling Shareholders. At the Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each of the JHL Selling Shareholders, QVT Selling Shareholders and Fortress Selling Shareholders, each dated the Closing Time, to the effect that (i) the representations and warranties of each JHL Selling Shareholder, QVT Selling Shareholder or Fortress Selling Shareholder, as applicable, in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) each JHL Selling Shareholder, QVT Selling Shareholder or Fortress Selling Shareholder, as applicable, has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.
Certificates of Selling Shareholders. At Closing Time, the Representatives shall have received certificates of each of Xxxxxxx and an Attorney-in-Fact on behalf of the other Selling Shareholders, dated as of Closing Time, to the effect that (i) the representations and warranties of such Selling Shareholder contained in Section 1(b) and, with respect to the Management Selling Shareholder, Section 1(c) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) such Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.
Certificates of Selling Shareholders. At Closing Time, the Lead Managers shall have received a certificate of each Selling Shareholder or Attorney-in-Fact therefor, dated as of Closing Time, to the effect that (i) the representations and warranties of such Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) such Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.
Certificates of Selling Shareholders pressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this U.S. Purchase Agreement at or prior to Closing Time.
Certificates of Selling Shareholders. At the Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of the Xxxx Trusts and a certificate of an Attorney-in-Fact on behalf of the Prescott Selling Shareholder, each dated the Closing Time, to the effect that (i) the representations and warranties of such Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) such Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.
Certificates of Selling Shareholders. A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of the Xxxx Trusts and a certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of the Prescott Selling Shareholder confirming that the certificate delivered on behalf of each such Selling Shareholder at the Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.
