Representations and Warranties; Compliance with Agreement. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Seller shall have performed all covenants and agreements to be performed by it under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Seller shall have delivered to Buyer a certificate of Seller’s chief executive officer or chief financial officer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to Buyer;
Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and Buyer shall have performed all covenants and agreements to be performed by it under this Agreement on or prior to the Closing Date, and Buyer shall have delivered the Purchase Price to Seller.
Representations and Warranties; Compliance with Agreement. The representations and warranties of the Company in this Agreement shall be true and correct on and as of the Closing Date or the Option Closing Date, as the case may be, with the same effect as if made on the Closing Date or the Option Closing Date, as the case may be, and the Company shall have complied with all the agreements and satisfied all the obligations required to be performed or satisfied by it at or prior to the Closing Date or the Option Closing Date, as the case may be.
Representations and Warranties; Compliance with Agreement. The representations and warranties of Seller set forth in Sections 3.2, 3.3, 3.4 (subject to Section 10.2), 3.6.1 (but only with respect to the representations and warranties of Seller related to the Soothe® Historical Report), 3.6.2, 3.7, 3.9, 3.10, 3.11, 3.12, 3.14, 3.15, 3.17, 3.18 and 3.19 of this Agreement (the “Seller Bring Down Representations”) shall be true and correct in all material respects (except to the extent that any Seller Bring Down Representation is qualified by its terms with reference to materiality, in which case such Seller Bring Down Representation shall be true and correct as written) as of the date of this Agreement and, except for any changes to the Disclosure Schedule to reflect changes contemplated by this Agreement or any Seller Bring Down Representation that expressly speaks as of a certain date, as of the Closing Date as though made on and as of the Closing Date, Seller shall have performed all covenants and agreements to be performed by it under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Seller shall have delivered to Buyer a certificate of Seller’s chief executive officer or chief financial officer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to Buyer;
Representations and Warranties; Compliance with Agreement. The representations and warranties of Medical Media and Acquisition Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, and Medical Media and Acquisition Sub shall have performed all covenants and agreements to be performed by it under this Agreement on or prior to the Closing Date, and Medical Media and Acquisition Sub shall have delivered to AFMN certificates to such effect dated as of the Closing Date and signed by Medical Media and Acquisition Sub.
Representations and Warranties; Compliance with Agreement. (i) The representations and warranties of the Company contained in Article VI are (A) true and correct in all respects in the case of Fundamental Representations of the Company, (B) true and correct in all respects in the case of representations and warranties other than Fundamental Representations of the Company that are qualified by materiality or Material Adverse Effect, and (C) true and correct in all material respects in the case of representations and warranties other than Fundamental Representations of the Company that are not qualified by materiality or Material Adverse Effect, in each case, as of the Closing Date with the same effect as though made at and as of such date (or, as of such earlier date where a particular representation or warranty speaks only as of an earlier date), and (ii) the Seller and the Company have performed in all material respects all applicable covenants and agreements contained in this Agreement that are required to be performed by it on or before the Closing.
Representations and Warranties; Compliance with Agreement. The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time, the Company shall have performed all covenants and agreements to be performed by them under this Agreement on or prior to the Effective Time and the Company shall have delivered to the Buyer a certificate to such effect, dated the Effective Time, which certificate shall be in form and substance satisfactory to Buyer and its counsel, it being agreed that inaccuracies in or omissions from any representation or warranty of the Company (including any such inaccuracies or omissions resulting from matters occurring or discovered between the execution of this Agreement and the Effective Time), excluding the representations and warranties contained in Section 3.26 hereof, shall be deemed to be material only if such inaccuracies and omissions, in aggregate, have resulted in or are reasonably likely to result in loss, damage, liability and related expense of defense and remedy to the Company of more than $50,000;
Representations and Warranties; Compliance with Agreement. The representations and warranties of the Company and Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, Seller and the Company shall have performed in all material respects all covenants and agreements to be performed by them under this Agreement on or prior to the Closing Date, and Seller and the Company shall have delivered to the Buyer a certificate to such effect, dated the Closing Date, which certificate shall be in form and substance satisfactory to Buyer and its counsel;
Representations and Warranties; Compliance with Agreement. The representations and warranties of IMN set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and IMN shall have performed all covenants and agreements to be performed by it under this Agreement and otherwise on or prior to the Closing Date, and IMN shall have delivered to NRD a certificate to such effect dated the Closing Date signed by IMN’s chief executive officer.
Representations and Warranties; Compliance with Agreement. The representations and warranties of NRD set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and NRD shall have performed all covenants and agreements to be performed by him under this Agreement on or prior to the Closing Date, and NRD shall have delivered to IMN a certificate to such effect dated the Closing Date and signed by NRD.
