REPRESENTATIONS, COVENANTS, CERTIFICATE. The Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Effective Time, and the representations and warranties of the Company herein contained shall be true in all material respects as of the date of this Agreement and the Effective Time except for representations and warranties that speak as of a specific date or time, which need only be true and correct in all material respects as of such date or time and except for such inaccuracies which do not in the aggregate have a Material Adverse Effect.
REPRESENTATIONS, COVENANTS, CERTIFICATE. The representations and warranties of the Buyer contained herein shall be true and correct in all material respects at the Closing, in each case with the same effect as though made at and as of such time; the Buyer shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing (except to the extent waived hereunder in writing); and the Buyer shall have delivered to the Seller and PBCC a certificate of the Buyer in form and substance reasonably satisfactory to the Seller and PBCC, dated the Closing Date, and signed on the Buyer's behalf by its authorized representative, in his or her representative capacity (and not individually), to all such effects and certifying the satisfaction of the conditions set forth in this Section 3.3.
REPRESENTATIONS, COVENANTS, CERTIFICATE. The representations and warranties of Parent and Mergerco contained in Section 4, if qualified by a reference to materiality or similar qualifiers, shall be correct and complete, and if not so qualified, shall be correct and complete in all material respects, as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except that representations and warranties that are made as of a specific date shall be correct and complete only as of such date). Parent and Mergerco each shall have complied in all material respects (without giving duplicative effect to any materiality qualifier contained in such covenant) with all covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. Each of Parent and Mergerco shall have delivered to UXP a certificate, dated the Closing Date and signed by its President or a Vice President, to the effect that the conditions set forth in this Section 6.1.1 have been fulfilled.
REPRESENTATIONS, COVENANTS, CERTIFICATE. The representations and warranties of UXP contained in Section 3, if qualified by a reference to materiality or similar qualifiers, shall be correct and complete, and if not so qualified, shall be correct and complete in all material respects, as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except that representations and warranties that are made as of a specific date shall be correct and complete only as of such date and except for changes in the number of outstanding shares of UXP Common Stock upon the exercise of options, warrants, securities or other rights to purchase, subscribe for or otherwise acquire any shares of UXP Common Stock as disclosed in Section 3.5 of the UXP Disclosure Schedule); provided that this condition shall be deemed satisfied unless the facts and circumstances causing such representations and warranties to be incorrect or incomplete, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect. UXP shall have complied in all material respects (without giving duplicative effect to any materiality qualifier contained in such covenant) with all covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. UXP shall have delivered to Parent a certificate, dated the Closing Date and signed by its President or a Vice President, to the effect that the conditions set forth in this Section 6.2.1 have been fulfilled.
REPRESENTATIONS, COVENANTS, CERTIFICATE. The representations and warranties of Noble and Acquisition contained in ARTICLE 4 hereof (except for clause (i) of the first sentence of Section 4.2 to the extent it refers to the number of issued and outstanding shares of Noble Common Shares) shall be true in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date; Noble and Acquisition shall in all material respects have performed and complied with all their respective obligations and covenants required by this Agreement to be performed or complied with prior to Closing; and each of Noble and Acquisition shall have delivered to CCI and Sellers a certificate, dated the Closing Date and signed by the President or a Vice President of such company, as its respective obligations and covenants hereunder.
REPRESENTATIONS, COVENANTS, CERTIFICATE. The representations and warranties of Sellers contained in ARTICLE 3 hereof shall be true in all material respects as of the date of this Agreement and the Closing Date with the same effect as though made as of the Closing Date; CCI and Sellers shall in all material respects have performed and complied with all their respective obligations and covenants required by this Agreement to be performed or complied with prior to Closing; and each of the Sellers shall have delivered to Noble certificates, dated the Closing Date and signed by its respective President or a Vice President, confirming all representations and warranties made by such Seller in this Agreement.
REPRESENTATIONS, COVENANTS, CERTIFICATE. (a) The representation and warranties of ITEC herein contained shall in all material respects be true as of the date of this Agreement and as of the Closing Date with the same effect as though made at the Closing Date; (b) ITEC shall in all material respects have Performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) there shall have been no material adverse change in ITEC's business, assets, financial condition or prospects; and (d) ITEC shall have delivered to the Stockholders a certificate, dated the Closing Date and signed on its behalf by its president or a Vice President, to such affect. 5.2
REPRESENTATIONS, COVENANTS, CERTIFICATE. The representations and warranties of Orbital contained in ARTICLE 4 hereof (except for clause (i) of the first sentence of Section 4.3 to the extent it refers to the number of issued and outstanding shares of Orbital Common Shares and except that Orbital shall have authorized a newly created class of preferred stock, one share of which shall be issued to the Trustee on the Effective Date pursuant to the Voting Trust Agreement) shall be true in all material respects as of the date of this Agreement and as of the Effective Date with the same effect as though made as of the Effective Time; Orbital shall in all material respects have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time; and Orbital shall have delivered to MDA a certificate, dated the Effective Date and signed by its President or a Vice President, to each such effect.
REPRESENTATIONS, COVENANTS, CERTIFICATE. The representations and warranties of MDA contained in ARTICLE 3 hereof shall be true in all material respects as of the date of this Agreement (except for clause (i) of the first sentence of Section 3.3 to the extent the number of issued and outstanding MDA Common Shares has increased solely because of the exercise of any of the MDA Options and the issuance of MDA Common Shares required by Section 5.8) and the Effective Time with the same effect as though made as of the Effective Time; MDA shall in all material respects have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time; and MDA shall have delivered to Orbital a certificate, dated the Effective Date and signed by its President or a Vice President, to each such effect.
REPRESENTATIONS, COVENANTS, CERTIFICATE. 52 6.2.2. Opinions of Counsel for Seller . . . . . . . . . . . . 53 6.2.3. Assignment of Seller Intellectual Property . . . . . . 53 6.2.4.
