Common use of Accuracy of Representations and Warranties and Compliance with Obligations Clause in Contracts

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 (I) for matters specifically permitted by or disclosed on any Schedule 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. Each of the Company and Shareholders 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 the Company and Shareholders shall have delivered to Nations a certificate, dated as of the Closing Date, duly signed (in the case of the Company by its President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nationsrent Inc)

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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 (Ii) for matters specifically permitted by or disclosed on any Schedule 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. Each of the The Company and the Shareholders 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 the The Company and the Shareholders shall have delivered to Nations a certificate, dated as of the Closing Date, duly signed (in the case of the Company Company, by its President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nationsrent Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders Members 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 (Ii) for matters specifically permitted by or disclosed on any Schedule 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. Each of the The Company and Shareholders the Members 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 the The Company and Shareholders the Members shall have delivered to Nations Cenuco a certificate, dated as of the Closing Date, duly signed (in the case of the Company Company, by its President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cenuco Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders Shareholder 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 (Ia) for matters changes specifically permitted by or disclosed on any Schedule pursuant to this Agreement, and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each The Company and each of the Company and Shareholders 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 the The Company and Shareholders the Shareholder shall have delivered to Nations Medical Manager a certificate, dated as of the Closing Date, duly signed (which in the case of the Company shall be duly signed by its President), 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 and performedwith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Manager Corp)

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 in all material respects at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except (Ii) for matters changes specifically permitted by or disclosed on any Schedule schedule to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Each of the The Company and the Shareholders 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 DateEffective Time. Each of the The Company and the Shareholders shall have delivered to Nations the AVS Companies a certificate, dated as of the Closing Effective Date, duly signed (in the case of the Company Company, by its President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Appears in 1 contract

Samples: Merger Agreement (Aviation Sales Co)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company Companies and the Shareholders Shareholder contained in this Agreement shall be true and correct at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except (I) for matters specifically permitted by or disclosed on any Schedule 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. Each of The Companies and the Company and Shareholders Shareholder 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 The Companies and the Company and Shareholders Shareholder shall have delivered to Nations Republic a certificate, dated as of the Closing Date, duly signed (which in the case of the Company Companies shall be duly signed by its President), 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 and performedwith.

Appears in 1 contract

Samples: Merger Agreement (Republic Industries Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company Seller and the Shareholders contained Shareholder 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 matters specifically permitted by or disclosed on any Schedule 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. Each of The Seller and the Company and Shareholders Shareholder shall have performed and or 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 The Seller and the Company and Shareholders Shareholder shall have delivered to Nations Brassie a certificate, dated as of the Closing Date, duly signed (which in the case of the Company Seller shall be duly signed by its President), President and Secretary) certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and performedwith.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brassie Golf Corp)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of each of the Company and the Shareholders Republic Companies contained in this Agreement shall be true and correct at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except (Ii) for matters changes specifically permitted by or disclosed on any Schedule 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. Each of the Company and Shareholders Republic Companies shall have performed and complied with all of their respective its obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. Each of the Company and Shareholders Republic Companies shall have delivered to Nations the Company and the Shareholders a certificate, dated as of the Closing Effective Date, duly and signed (in the case of the Company by its President)an executive officer, certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Appears in 1 contract

Samples: Merger Agreement (Republic Industries Inc)

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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 (I) for matters specifically permitted by or disclosed on any Schedule 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 datetime. Each of the Company and the Shareholders shall have performed and or 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 the Company and the Shareholders shall have delivered to Nations Parent a certificate, dated as of the Closing Date, Date (which in case of Company shall be duly signed (in the case by a duly authorized officer of the Company by its President), Company) certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and performedwith.

Appears in 1 contract

Samples: Merger Agreement (Hte Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company Companies 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 (Ia) for matters changes specifically permitted by or disclosed on any Schedule pursuant to this Agreement, and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each of the Company and Shareholders Shareholder 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 the Company and Shareholders Shareholder shall have delivered to Nations Wackenhut a certificate, dated as of the Closing Date, Date (which in case of each Company shall be duly signed (in the case of the Company by its Chief Executive Officer and President), ) certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and performedwith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wackenhut Corp)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders Shareholder 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 (Ii) for matters specifically permitted by or disclosed on any Schedule 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. Each of the Company and Shareholders Shareholder 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 the Company and Shareholders Shareholder shall have delivered to Nations a certificate, dated as of the Closing Date, duly signed (in the case of the Company by its President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nationsrent Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders Republic Companies contained in this Agreement shall be true and correct at and as of the Closing Date Effective Time with the same force and effect as though made at and as of that time except (I) for matters specifically permitted by or disclosed on any Schedule 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. Each of the Company and Shareholders Republic shall have performed and complied with all of their respective its obligations required by this Agreement to be performed or complied with at or prior to the Closing DateEffective Time. Each of the Company and Shareholders The Republic Companies shall each have delivered to Nations the Companies a certificate, dated as of the Closing DateEffective Time, duly and signed (in the case of the Company by its President)an executive officer, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and performedwith.

Appears in 1 contract

Samples: Merger Agreement (Republic Industries Inc)

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 (Ia) for matters changes specifically permitted by or disclosed on any Schedule pursuant to this Agreement, and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each The Company and each of the Company and Shareholders 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 The Company and each of the Company and Shareholders shall have delivered to Nations Medical Manager a certificate, dated as of the Closing Date, duly signed (by an executive officer and its Chief Financial Officer in the case of the Company by its President)their corporate capacity and not personally, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and performedwith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Manager Corp)

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