FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / buyer-closing-certificate.docx
buyer-closing-certificate.docx
1001-00003 · 5 clauses
High · 1 Medium · 3 Standard · 0
Section 1. Bring-Down of Buyer's Representations and Warranties High
⚑ Non-compete / exclusivity restraint
Section 1. Bring-Down of Buyer's Representations and Warranties The undersigned hereby certifies, on behalf of Purchaser, that each of the representations and warranties of Purchaser contained in Article VI of the Agreement is true and correct in all material respects (or, with respect to those representations and warranties that are qualified by "materiality," "Material Adverse Effect," or similar qualifications, tr
Section 2. Compliance with Covenants Medium
⚑ Assignment / subcontracting
Section 2. Compliance with Covenants The undersigned hereby certifies, on behalf of Purchaser, that Purchaser has duly performed and complied with, in all material respects, all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Purchaser at or prior to the Closing. Without limiting the generality of the foregoing, the undersigned specifically confirms the following:
Section 3. Satisfaction of Buyer's Closing Conditions Medium
⚑ Assignment / subcontracting
Section 3. Satisfaction of Buyer's Closing Conditions The undersigned hereby certifies, on behalf of Purchaser, that all conditions precedent to the obligations of Purchaser to consummate the Closing as set forth in Section 8.1 of the Agreement have been satisfied (or, to the extent permitted by the Agreement, waived by Purchaser in writing). Without limiting the generality of the foregoing, the undersigned specifica
Section 4. Officer Certification and Authorization
Section 4. Officer Certification and Authorization The undersigned hereby further certifies as follows: (a) The undersigned, Victoria Chen, is the President of Ardent Healthcare Acquisition Corp. and is a duly authorized officer of Purchaser. The undersigned has been duly authorized by the board of directors of Purchaser to execute and deliver this Buyer's Closing Certificate on behalf of Purchaser in connection with
Section 5. Governing Law Medium
⚑ Forum / governing law
Section 5. Governing Law This Buyer's Closing Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The foregoing governing law provision is