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 Panther 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 Panther Companies 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 Effective Time. The Panther Companies shall have delivered to a representative of Chensoff and ResortHill a certificate, dated as of the Effective Date, and signed by an executive officer, 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 Panther Companies Shareholder contained in this Agreement shall be true and correct at and as of the Effective Time 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 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 Panther Companies Company and the Shareholder shall have performed and complied with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Effective TimeClosing. The Panther Companies Company and the Shareholder shall have delivered to a representative of Chensoff and ResortHill AESP a certificate, dated as of the Effective DateClosing, and duly signed (in the case of the Company, by an executive officerits 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 Panther Companies Member contained in this Agreement shall be true and correct at and as of the Effective Time 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. The Panther Companies AA and the Member shall have performed and complied with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Effective TimeClosing Date. The Panther Companies AA and the Member shall have delivered to a representative of Chensoff and ResortHill PHCI a certificate, dated as of the Effective Closing Date, and duly signed (in the case of AA by an executive officerits Manager), 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 Panther Companies Purchaser contained in this Agreement shall be true and correct at and as of the Effective Time 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 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 Panther Companies Purchaser 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 Effective TimeClosing Date. The Panther Companies Purchaser shall have delivered to a representative of Chensoff and ResortHill Purchaser a certificate, dated as of the Effective 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 and performedwith.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Panther Companies AESP contained in this Agreement shall be true and correct at and as of the Effective Time 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. The Panther Companies AESP 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 Effective TimeClosing Date. The Panther Companies AESP shall have delivered to a representative of Chensoff the Company and ResortHill the Shareholder a certificate, dated as of the Effective 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 complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Panther Companies Parent and Mergeco contained in this Agreement shall be true and correct at and as of the Effective Time 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. The Panther Companies Parent and Mergeco shall have performed and complied with all of its their respective obligations required by this Agreement to be performed or complied with at or prior to the Effective TimeClosing Date. The Panther Companies Parent and Mergeco shall have delivered to a representative of Chensoff and ResortHill the Shareholder a certificate, dated as of the Effective 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 and performedwith.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Panther Companies Cenuco contained in this Agreement shall be true and correct at and as of the Effective Time 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. The Panther Companies Cenuco 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 Effective TimeClosing. The Panther Companies Cenuco shall have delivered to a representative of Chensoff the Company and ResortHill the Members a certificate, dated as of the Effective 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 complied with and performedperformed in all material respects.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Panther Companies Wackenhut contained in this Agreement shall be true and correct at and as of the Effective Time 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 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 Panther Companies Wackenhut shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with by it at or prior to the Effective TimeClosing Date. The Panther Companies Wackenhut shall have delivered to a representative of Chensoff the Companies and ResortHill Shareholders a certificate, dated as of the Effective 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 and performedwith.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Panther AVS Companies contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time 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. The Panther Each of the AVS Companies 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 Effective TimeClosing Date. The Panther Each of the AVS Companies shall have delivered to a representative of Chensoff the Company and ResortHill the Shareholders a certificate, dated as of the Effective Date, and signed by an executive officer, certifying that such representations and warranties are true and correct in all material respects 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 Panther Companies AESP contained in this Agreement shall be true and correct at and as of the Effective Time 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. The Panther Companies AESP 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 Effective TimeClosing Date. The Panther Companies AESP shall have delivered to a representative of Chensoff the Company and ResortHill the Shareholders a certificate, dated as of the Effective 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 complied with and performed.

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Panther Companies Relationserve contained in this Agreement shall be true and correct at and as of the Effective Time 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. The Panther Companies Relationserve 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 Effective TimeClosing. The Panther Companies Relationserve shall have delivered to a representative of Chensoff the Company and ResortHill the Members a certificate, dated as of the Effective 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 complied with and performedperformed in all material respects.