Accuracy of Representations and Warranties and Compliance With Sample Clauses

Accuracy of Representations and Warranties and Compliance With. Obligations. ----------- The representations and warranties of Buyer and InfoCure contained in this Agreement shall have been true and correct at and as of the date hereof, and they shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. Buyer and InfoCure shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Each of Buyer and InfoCure shall have delivered to Seller a certificate, dated as of the Closing Date and signed by each of their respective Presidents, certifying that such representations and warranties are thus true and correct and that all such obligations have been thus performed and complied with.
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Accuracy of Representations and Warranties and Compliance With. OBLIGATIONS The representations and warranties of the Company and the Shareholders contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (a) for changes specifically permitted by or disclosed pursuant to this Agreement, and (b) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. The Company and each of the Shareholders shall have performed and complied with all of their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company and each of the Shareholders shall have delivered to Medical Manager a certificate, dated as of the Closing Date, (which in case of the Company shall be duly signed by its Chief Executive Officer and Chief Financial Officer) certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with.
Sample 1
Accuracy of Representations and Warranties and Compliance With. OBLIGATIONS. The representations and warranties of the United Companies ----------- contained in this Agreement shall be true and correct at and as of the Effective Time with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. The United Companies shall have performed and complied with all of their obligations required by this Agreement to be performed or complied with at or prior to the Effective Time. The United Companies shall have delivered to the Company and the Shareholders a certificate, dated as of the Effective Date, and signed by an officer, certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.
Sample 1
Accuracy of Representations and Warranties and Compliance With. Covenants. ---- (a) All representations and warranties of the Sellers set forth in this Agreement, the Ancillary Documents to which they are a party, the ICS Disclosure Schedule and any other document delivered pursuant to this Agreement, shall be accurate when made and, in addition, except as may be otherwise disclosed to Buyer, shall be accurate as of the Effective Date; and (b) As of the Closing, the Sellers shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by them at or before such time by this Agreement. 8.02
Sample 1
Accuracy of Representations and Warranties and Compliance With. Obligations. -------------- The representations and warranties of Buyer and InfoCure contained in this Agreement shall have been true and correct at and as of the date hereof, and they shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. Buyer and InfoCure shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Buyer and InfoCure shall each deliver to Seller a Certificate in the form of Exhibit D hereto, certifying that each of the conditions to the obligations --------- of Seller to sell the Purchased Assets to Buyer which is set forth in Section 9. of this Agreement has been satisfied.
Sample 1
Accuracy of Representations and Warranties and Compliance With. Obligations. The representations and warranties of Shareholders, Xxxxxx and ----------- Seller contained in this Agreement shall have been true and correct at and as of the date hereof, and they shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. Shareholders, Xxxxxx and Seller shall have performed and complied with all of their obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Shareholders, Xxxxxx and Seller shall have delivered to Buyer a certificate, dated as of the Closing Date and signed by Shareholders, Xxxxxx and the President of Seller, certifying that such representations and warranties are thus true and correct and that all such obligations have been thus performed and complied with.
Sample 1
Accuracy of Representations and Warranties and Compliance With. OBLIGATIONS The representations and warranties of Medical Manager contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (a) for changes specifically permitted by or disclosed pursuant to this Agreement, and (b) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Medical Manager shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Medical Manager shall have delivered to the Company a certificate, dated as of the Closing Date, and signed by an executive officer, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with.
Sample 1
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Related to Accuracy of Representations and Warranties and Compliance With

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true 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.

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

  • Accuracy of Representations and Compliance with Conditions All ---------------------------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, except (a) as a result of the taking of any action contemplated hereby or (b) insofar as any representation or warranty relates to any specified earlier date, shall be true and accurate as of the Closing Date, as though such representations and warranties were then made by Buyer; and Buyer shall have performed and complied with all of its covenants and agreements set forth in this Agreement to be performed or complied with at or before the Closing.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Accuracy of Representations and Warranties; Performance of Covenants Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date) and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date), with the same force and effect as if made at and as of the Post-Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Post-Closing Date.

  • Effect of Representations and Warranties The representations and ---------------------------------------- warranties contained in this Agreement or in any List shall terminate immediately after the Effective Time of the Merger.

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • Limitation of Representations and Warranties Except as may be expressly represented or warranted in this Agreement by Seller, Seller makes no representations or warranties whatsoever with regard to any asset being transferred to Purchaser or any liability or obligation being assumed by Purchaser or as to any other matter or thing.

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