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 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 changes 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. 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. The Company and the Shareholders shall have delivered to AESP a certificate, dated as of the Closing Date, duly signed (in the case of the Company, by the Chairman of the Board of Directors), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Shareholders Company and the 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 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. The Company and each of 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. The Company and the Shareholders Shareholder shall have delivered to AESP Medical Manager a certificate, dated as of the Closing Date, duly signed (which in the case of the Company, Company shall be duly signed by the Chairman of the Board of Directors), 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 and performedwith.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Shareholders Company and the 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 (i) for changes matters 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 as of such date. The Company and the Shareholders 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. The Company and the Shareholders Members shall have delivered to AESP Relationserve a certificate, dated as of the Closing Date, duly signed (in the case of the Company, by the Chairman of the Board of Directorsits President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Shareholders Company and the 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 (i) for changes matters 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 as of such date. The Company and the Shareholders 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. The Company and the Shareholders Members shall have delivered to AESP Cenuco a certificate, dated as of the Closing Date, duly signed (in the case of the Company, by the Chairman of the Board of Directorsits President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of 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 (i) for changes 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 in all material respects as of such date. 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. The Company and the Shareholders shall have delivered to AESP the AVS Companies a certificate, dated as of the Closing Effective Date, duly signed (in the case of the Company, by the Chairman of the Board of Directorsits President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Shareholders Companies and the 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 changes 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. The Company Companies and the 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. The Company Companies and the Shareholders Shareholder shall have delivered to AESP Republic a certificate, dated as of the Closing Date, duly signed (which in the case of the Company, Companies shall be duly signed by the Chairman of the Board of Directors), 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 and performedwith.

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 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. The Company and each of 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. The Company and each of the Shareholders shall have delivered to AESP 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 the Chairman of the Board of Directors)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.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders contained in ARTICLE IV of 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 changes specifically permitted by or disclosed on any schedule to in 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 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. The Company and the Shareholders shall have delivered to AESP Parent a certificate, dated as of the Closing Date, duly signed (in the case of the Company, Company by the Chairman of the Board of Directorsits chief executive officer), certifying stating that such representations and warranties are true and correct and that all such obligations have been performed and complied with and performedwith.

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 changes matters 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 as of such date. 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. The Company and the Shareholders shall have delivered to AESP Nations a certificate, dated as of the Closing Date, duly signed (in the case of the Company, by the Chairman of the Board of Directorsits President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Shareholders contained Seller and the 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 changes 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. The Company Seller and the 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. The Company Seller and the Shareholders Shareholder shall have delivered to AESP Brassie a certificate, dated as of the Closing Date, duly signed (which in the case of the Company, Seller shall be duly signed by the Chairman of the Board of Directors), its 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.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the 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 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. The Each Company and the 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. The Each Company and the Shareholders Shareholder shall have delivered to AESP 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 the Chairman of the Board of Directors), 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.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of 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 changes 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. 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. The Company and the Shareholders shall have delivered to AESP 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 the Chairman of the Board of Directors), ) certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and performedwith.

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 changes matters 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 as of such date. The Each of 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. The Each of the Company and the Shareholders shall have delivered to AESP Nations a certificate, dated as of the Closing Date, duly signed (in the case of the Company, Company by the Chairman of the Board of Directorsits President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.