Sabratek Closing Representation. At the Closing, if Sabratek Stock comprises all or any part of the Purchase Price (or, in case of the Asset Acquisition Alternative, if Sabratek Stock comprises the Asset Acquisition Purchase Price), then Sabratek shall deliver to Unitron (on behalf of the Unitron Shareholders) a written statement, signed on behalf of Sabratek by the Chief Financial Officer or the President of Sabratek and dated as of the Closing Date (the "Sabratek Closing Representation"), representing and warranting to the Unitron Shareholders that: (i) there have been no material adverse changes in Sabratek's financial condition, results of operations, assets, liabilities, business or prospects since the date of Sabratek's then most recent periodic report (10-K, 10-Q or 8-K) filed with the SEC; and (ii) that the Registration Agreement is in full force and effect. Notwithstanding anything to the contrary contained herein, delivery of the Sabratek Closing Representation shall not be deemed to be a condition to Closing, but the Closing shall proceed with the Purchase
Sabratek Closing Representation. At Closing, Sabratek shall deliver to GDS (on behalf of the GDS Shareholders) a written statement, signed on behalf of Sabratek by the Chairman of the Board and the Chief Financial Officer of Sabratek and dated as of the Closing Date (the "Sabratek Closing Representation"), representing and warranting to the GDS Shareholders that: (i) there have been no material adverse changes in Sabratek's financial condition, results of operations, assets, liabilities, business or prospects since the date of Sabratek's last periodic report (10-K, 10-Q or 8-K) filed with the SEC; and (ii) that certain Registration Rights Agreement among Sabratek, GDS and the GDS Shareholders dated effective as of the Effective Date of this Agreement (the "Registration Agreement") is in full force and effect and that Sabratek has performed all obligations required to be performed under the Registration Agreement at or prior to the Closing under this Agreement. Notwithstanding anything to the contrary contained herein, delivery of the Sabratek Closing Representation shall not be deemed to be a condition to Closing, but Closing shall proceed with the Purchase Price being payable in cash as provided under SECTION 3.3(A).
