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 Buyer 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 the Closing Date. Buyer shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with in all material respects at or prior to the Closing Date. Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and that Buyer is duly authorized to enter into this Agreement and the transactions contemplated thereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (First Physicians Capital Group, Inc.), Asset Purchase Agreement (First Physicians Capital Group, Inc.)

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Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Date, with the same force and effect as though made at and as of the Closing Datethat time. Buyer shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with in all material respects at or prior to the Closing Date. Buyer shall have delivered to Seller Amedisys a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and that Buyer is duly authorized to enter into this Agreement and the transactions contemplated therebywith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amedisys Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Buyer 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 the Closing Datethat 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. Buyer shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with in all material respects by Buyer at or prior to the Closing Date. Buyer shall have delivered to Seller a certificate, dated as of the Closing Date Date, and signed by a duly authorized officer of Buyeran executive officer, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and that Buyer is duly authorized to enter into this Agreement and the transactions contemplated therebyperformed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Claimsnet Com Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Buyer contained in this Agreement shall be true and correct correct, in all material respects at and respects, as of the Closing Date with the same force and effect as though made at and as of the Closing Datethat time except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date and except for any representations and warranties which are qualified by their terms as to materiality, which shall be true and correct in all respects. Buyer shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with in all material respects at or prior to the Closing DateClosing. Buyer shall have delivered to Seller Sellers a certificate, dated as of the Closing Date Date, and signed by a duly authorized officer of Buyeran officer, certifying that such representations and warranties are true and correct and that all such obligations the conditions specified in this Section 8.1 have been performed and complied with and that Buyer is duly authorized to enter into this Agreement and the transactions contemplated therebysatisfied.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Cornerworld Corp)

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Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Buyer contained in this Agreement shall be true and correct correct, in all material respects at and respects, as of the Closing Date with the same force and effect as though made at and as of the Closing Datethat time except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date and except for any representations and warranties which are qualified by their terms as to materiality, which shall be true and correct in all respects. Buyer shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with in all material respects at or prior to the Closing DateClosing. Buyer shall have delivered to Seller the Sellers a certificate, dated as of the Closing Date Date, and signed by a duly authorized officer of Buyeran officer, certifying that such representations and warranties are true and correct and that all such obligations the conditions specified in this Section 8.1 have been performed and complied with and that Buyer is duly authorized to enter into this Agreement and the transactions contemplated therebysatisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cornerworld Corp)

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