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 Transactions 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 an Unmatured Event of Non-Compliance or an Event of Non-Compliance on and as of the Closing Date, and 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 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 Owner, Seller, and Lessee under the Transaction Documents, shall be true and correct on, and as of the Closing Date, as though given as of the Closing Date, and Owner, Seller, and Lessee shall have delivered to Buyer officer’s 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 A 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 and the Agent 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 of the Company and each Subsidiary 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 and each Subsidiary shall have performed and complied with all conditions, covenants and agreements required to be performed or complied with by 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 Company and each Subsidiary.
Representations and Warranties; Officers' Certificates. The representations and warranties of the Company or any of its Subsidiaries contained or incorporated by reference herein shall be true and correct after completion of the Recapitalization 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 Event of Default on and as of the Closing Date, and 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 hereunder and under the Related Agreements prior to the Closing; and you 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 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 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 such Closing Date; no event or condition shall have occurred or would result from the issuance of any of the Securities that would be a Default or Event of Default; the Company shall have performed and complied in all material respects with all conditions and agreements required to be performed or complied with by it prior to the Closing; the purchase of the Securities shall not be prohibited by any law or governmental order or regulation, and shall not subject any of the Investors to any penalty, special tax, or other onerous condition; all necessary consents, approvals, licenses, permits, orders, and authorizations of, or registrations, declarations, and filings with, any governmental or administrative agency or of or with any other Person with respect to issuance of the Securities shall have been duly obtained or made and shall be in full force and effect; and each Investor shall have received on the Closing Date a certificate to the effect of each of the foregoing matters and the matters in Section 5.15, signed by, and based upon the Knowledge of, the President and the Chief Accounting 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 Closing Date(s) with the same force and effect as though made on and as of the Closing Date(s), both before and after giving effect to the sale of the Series C Convertible Preferred Stock; and each Series C Investor shall have received on the Closing Date(s) a certificate to these effects signed by the President of the Company and a certificate as to the matters represented and warranted in Section 4.12
Representations and Warranties; Officers' Certificates. Each and all of the representations and warranties of ARCPI and the Contributing Subsidiaries hereunder shall be true and correct on and as of the Closing Date, as though given as of the Closing Date and ARCPI and the Contributing Subsidiaries, pursuant to Section 4.1(f), shall have delivered to HCPI an officer's certificate to that effect.
