Common use of Accuracy of Representations and Warranties and Compliance With 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 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 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 Shareholders shall have delivered to Medical Manager a certificate, dated as of the Closing Date, duly signed by an executive officer and Chief Financial Officer in 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medical Manager Corp)

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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 (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 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 Medical Manager a certificate, dated as of the Closing Date, (which in case of the Company shall be duly signed by an executive officer its Chief Executive Officer and Chief Financial Officer in their corporate capacity and not personally, Officer) certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Manager Corp)

Accuracy of Representations and Warranties and Compliance With. OBLIGATIONS 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 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 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 DateEffective Time. The Company and the Shareholders shall have delivered to Medical Manager the United Companies a certificate, dated as of the Closing Effective Date, duly signed (in the case of the Company, by an executive officer and Chief Financial Officer in their corporate capacity and not personallyits President), certifying that such representations and warranties are true and correct and that all such obligations have been performed complied with and complied withperformed.

Appears in 1 contract

Samples: Merger Agreement (United Road Services Inc)

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Accuracy of Representations and Warranties and Compliance With. OBLIGATIONS OBLIGATIONS. The representations and warranties of the Company and the Shareholders United 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 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 Shareholders United Companies 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 Shareholders United Companies shall have delivered to Medical Manager the Company and the Shareholders a certificate, dated as of the Closing Effective Date, duly and signed by an executive officer and Chief Financial Officer in their corporate capacity and not personallyofficer, certifying that such representations and warranties are true and correct and that all such obligations have been performed complied with and complied withperformed.

Appears in 1 contract

Samples: Merger Agreement (United Road Services Inc)

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