Bringdown Certificate definition

Bringdown Certificate means an Officer's Certificate substantially in the form of Exhibit 3.01(a)(ii) to the Purchase Agreement.

Bringdown Certificate has the meaning given thereto in Section 9.3;

Bringdown Certificate has the meaning set forth in Section 5.8 hereof.

Examples of Bringdown Certificate in a sentence

• The Bring-down Certificate containing the certification described in Section 4.A(a).

• If, and only if, all of the changes in Transferor's representations and warranties set forth in such Bringdown Certificate (other than any changes related to a Pending Transaction), taken in the aggregate, would have a Material Adverse Effect, then Company shall have the right by written notice to Transferor actually received by Transferor not later than the expiration of the Offer as described in the Merger Agreement to terminate this Agreement pursuant to Section 9.1(f) hereof.

• All information included in the Schedules delivered with the Second Stage Bringdown Certificate shall be deemed to modify the representations and warranties set forth in Sections 6.3(c), 6.3(f) and 6.5, as applicable, as of the date hereof and as of the Closing Date but, in each case, only to the extent such representations and warranties relate to the SSBC Systems.

• If, and only if, all of the changes in Seller's representations and warranties set forth in such Bringdown Certificate (other than any changes related to Pending Transactions), taken in the aggregate, would have a Material Adverse Effect, then Buyer shall have the right by written notice to Seller actually received by Seller not later than the expiration of the Offer as described in the Merger Agreement to terminate this Agreement pursuant to Section 9.1(f) hereof.

• Sellers shall have delivered to Buyer a certificate of Sellers dated as of the Closing Date to the effect that the conditions set forth in paragraph (a) through (f) above in this Section 5.01 have been satisfied (the "Sellers' Bringdown Certificate").

More Definitions of Bringdown Certificate

Bringdown Certificate means (a) as to Sellers, a certificate in the form of Exhibit E-1, pursuant to which each Seller makes the representations and warranties described therein as of the Closing Date and (b) as to Buyer, a certificate in the form of Exhibit E-2, pursuant to which Buyer makes the representations and warranties described therein as of the Closing Date.

Bringdown Certificate has the meaning set forth in Section 4.5(b).

Bringdown Certificate means a certificate executed by the Contributors attesting and certifying as to the continuing truth and accuracy as of the date of Closing of each and all of the representations and warranties of the Contributors and the Constituent Parties under this Master Agreement and Exchange Option Agreement.

Bringdown Certificate shall have the meaning assigned to it in Section 5.02 of the Purchase Agreement.

Bringdown Certificate means a certificate in the form attached hereto as Exhibit D updating all representations and warranties of Seller hereunder as of the Closing Date.

Bringdown Certificate certifying that the representations and warranties set forth in Section 7(a) remain accurate, true and correct in all material respects as of Closing, and that all material covenants and obligations of the PGMI Parties under the Agreement have been performed, in the form attached hereto as Exhibit F (the “PGMI Parties Bringdown Certificate”).

Bringdown Certificate means, as applicable, a certificate in substantially the form attached as EXHIBIT 3.01(a)(ii)(b) or 3.01(a)(iii)(b) to the Purchase Agreement.