Representations and Warranties; Officers' Certificates. The representations and warranties contained herein shall be true and correct on and as of the Closing Date. The Company shall have performed and complied with all conditions and agreements required to be performed or complied with by it prior to the Closing; and the Participants shall have received on the Closing Date a certificate to these effects signed by an authorized officer of the Company.
Representations and Warranties; Officers' Certificates. Each and all of the representations and warranties of Seller hereunder and under the other Transaction Documents shall be true and correct on and as of the Closing Date, as though given as of the Closing Date, and Seller shall have delivered to Buyer officers' certificates to that effect.
Representations and Warranties; Officers' Certificates. The representations and warranties of the Company contained or incorporated by reference herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which relate specifically to a particular date, provided that such representations and warranties were true and correct in all respects as of such date; no event or condition shall have occurred or would result from the issuance of any of the Series B Preferred Stock which would be a Default or an Event of Default, and the Company shall have performed and complied with, in all material respects, all conditions and agreements required to be performed or complied with by it prior to the Closing; and such Purchaser shall have received on the Closing Date a certificate to these effects signed by an authorized officer of the Company.
Representations and Warranties; Officers' Certificates. Each and all of the representations and warranties of Seller hereunder and Guarantor under the Guaranty shall be true and correct in all material respects on and as of the Closing Date, as though given as of the Closing Date, and Seller shall have delivered and caused Guarantor to deliver to Buyer officers’ certificates to that effect.
Representations and Warranties; Officers' Certificates. The representations and warranties contained or incorporated by reference herein shall be true and correct immediately after completion of the Merger on and as of the Closing Date; no event or condition shall have occurred or would result from the issuance of any of the Securities which would be a Default or an Event of Default on and as of the Closing Date, and the Company and each of its Subsidiaries shall have performed and complied in all respects with all conditions and agreements required to be performed or complied with by them prior to the Closing; and the Initial Holders shall have received on the Closing Date a certificate to these effects, as well as certifying the satisfaction of the conditions set forth in Sections 6.1, 6.7 and 6.11, signed by an authorized officer of the Company.
Representations and Warranties; Officers' Certificates. The --------------- --- ---------- -------- ------------ representations and warranties contained or incorporated by reference herein shall be true and correct in all material respects on and as of the Stage 1 Closing Date with the same force and effect as though made on and as of the Stage 1 Closing Date, both before and after giving effect to the sale of the Stage 1 Subordinated Notes and Stage 1 Warrants; and each Investor shall have received on the Stage 1 Closing Date a certificate to these effects signed by the Chief Executive Officer of the Company and a certificate as to the matters represented and warranted in Section 4.12 signed by Xxxxxxx.
Representations and Warranties; Officers' Certificates. The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of such date (except for representations and warranties which by their terms are made expressly as of an earlier date, which shall be true and correct as of such earlier date) and the Company shall have performed and complied in all material respects with all conditions, covenants and agreements required to be performed or complied with by it prior to the Closing Date; and Purchaser shall have received on the Closing Date a certificate to this effect signed by an authorized officer of the
Representations and Warranties; Officers' Certificates. The --------------- --- ---------- -------- ------------ representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Closing Date; and the Company and shall have performed and complied with all conditions and agreements required to be performed or complied with by it hereunder and under the Related Agreements prior to the Closing; and the Investor shall have received on the Closing Date a certificate to these effects signed by the President of the Company.
Representations and Warranties; Officers' Certificates. The representations and warranties of the Company contained or incorporated by reference herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which relate specifically to a particular date, provided that such representations and warranties were true and correct in all respects as of such date; no event or condition shall have occurred or would result from the issuance of any of the Series D Preferred Stock, the Series D Warrants or Series E Warrants which would be a Default or an Event of Default, and the Company shall have performed and complied with, in all material respects, all conditions and agreements required to be performed or complied with by it prior to the Closing; and such Purchaser shall have received on the Closing Date a certificate to these effects signed by an authorized officer of the Company.
Representations and Warranties; Officers' Certificates. The ------------------------------------------------------- representations and warranties contained or incorporated by reference herein shall be true and correct after completion of the Acquisition on and as of the Closing Date; no event or condition shall have occurred or would result from the issuance of any of the Securities which would be a Default or an Event of Default on and as of the Closing Date, and Sands, the Company and each of its Subsidiaries shall have performed and complied with all conditions and agreements required to be performed or complied with by them prior to the Closing; and you shall have received on the Closing Date certificates to these effects signed by an authorized officer of the Company and by Sands.
