Representations and Warranties; Covenants and Agreements. (a) The representations and warranties of such Purchaser contained in this Agreement and in any certificate or document executed and delivered by such Purchaser pursuant to this Agreement, in each case, without giving effect to any limitation as to materiality set forth herein or therein, shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date, which representations and warranties, without giving effect to any limitation as to materiality set forth herein or therein, shall have been true and correct in all material respects as of such particular date, and the Company shall have received a certificate, dated the Closing Date, signed by such Purchaser to such effect.
Representations and Warranties; Covenants and Agreements. The representations and warranties of Seller made in Article VII of this Agreement (other than the representations and warranties of Seller made in Section 7.02) (without regard to any qualifications therein as to materiality or Seller Material Adverse Effect) shall be true and correct as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date, except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date; provided that this condition shall be deemed satisfied unless the failure of any such representations and warranties to be so true and correct is, individually or in the aggregate, reasonably likely to have a Seller Material Adverse Effect. The representations and warranties of Seller made in Section 7.02 shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date with the same effect as if made as of the Initial Closing Date. Seller shall have performed, and shall have caused the Selling Subsidiaries to have performed, in all material respects, all covenants and agreements contained in the Transaction Agreements required to be performed by Seller or the Selling Subsidiaries, as the case may be, by the time of the Initial Closing, including the entrance into the Transaction Agreements, each of which shall remain in full force and effect at the time of the Initial Closing. Seller shall have delivered to Purchaser a certificate of an authorized officer of Seller, dated as of the Initial Closing Date, to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.
Representations and Warranties; Covenants and Agreements. The representations and warranties of each Seller contained in Article II and Article III and elsewhere in this Agreement and all information contained in any exhibit, certificate, schedule or attachment hereto or in any writing delivered by, or on behalf of, each Seller to Buyer, shall be true and correct when made and shall be true and correct in all material respects on the Closing Date as though then made, except as expressly provided herein. Each Seller shall have performed and complied with all agreements, covenants and conditions and shall have made all deliveries required by this Agreement to be performed, delivered and complied with by him, her or it prior to the Closing Date or at the Closing.
Representations and Warranties; Covenants and Agreements. The representations and warranties of the Sellers contained in ARTICLE II and elsewhere in this Agreement and all information contained in any exhibit, certificate, schedule or attachment hereto or in any writing delivered by, or on behalf of, the Sellers or the Company to the Purchaser, shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality", "material adverse effect" or "material adverse change" set forth therein) does not have, and is not likely to have, individually or in the aggregate, a Material Adverse Effect on the Sellers or the Company. The Sellers and the Company shall have performed and complied with all agreements, covenants and conditions and shall have made all deliveries required by this Agreement to be performed, delivered and complied with by them prior to the Closing Date. Each of the Sellers and the president of the Company (on behalf of the Company) shall have executed and delivered to the Purchaser a certificate, dated the Closing Date, certifying to the foregoing.
Representations and Warranties; Covenants and Agreements. The representations and warranties of the Company contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, other than such representations and warranties as are made as of another date, which shall be true and correct in all material respects as of such date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.1(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and the covenants and agreements contained in this Agreement to be complied with by the Company on or before the Closing shall have been complied with in all material respects, and the Investor shall have received a certificate of the Company to such effect signed by a duly authorized officer thereof;
Representations and Warranties; Covenants and Agreements. The representations and warranties of Purchaser contained in this Agreement shall have been true and correct at the date hereof and except for changes contemplated in this Agreement, shall have been true and correct as of the Closing Date, with the same force and effect as if made at and as of the Closing Date, except in each case where the failure to be true and correct would not reasonably be expected to have a material adverse effect on the Sellers, provided, however, that representations and warranties that are confined to a specified date shall speak only as of such date and all “material,” “in all material respects,” “material adverse effect,” “immaterial,” “materially” and similar materiality qualifiers in Article III, shall be ignored for purposes of this Section 5.3(b). Purchaser shall have performed or complied (or cured any noncompliance) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date. Purchaser shall deliver to the Sellers a certificate, dated as of the Closing Date, executed on its behalf by an authorized officer, to the effect that the conditions specified in this Section 5.3(b) have been satisfied.
Representations and Warranties; Covenants and Agreements. The representations and warranties of Purchaser contained in this Agreement shall have been true and correct in all respects at the date hereof and shall also be true and correct in all material respects at and as of the Effective Time, with the same effect as if made at and as of the Effective Time, except that representations and warranties that are confined to a specified date shall speak only as of such date; and Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time.
Representations and Warranties; Covenants and Agreements. The representations and warranties of Sellers and the Practice contained in Article II and elsewhere in this Agreement and all information contained in any exhibit, certificate, schedule or attachment hereto or in any writing delivered by, or on behalf of, Sellers or Practice to AmeriPath, shall be true and correct in all material respects when made and shall be true and correct in all material respects on the Closing Date as though then made, except as expressly provided herein. Sellers and Practice shall have performed and complied in all material respects with all agreements, covenants and conditions and shall have made all deliveries required by this Agreement to be performed, delivered and complied with by them prior to the Closing Date. The Sellers and Practice shall have executed and delivered to AmeriPath a certificate, dated the Closing Date, certifying to the foregoing.
Representations and Warranties; Covenants and Agreements. The representations and warranties of Purchaser and Guarantor contained in this Agreement shall have been true and correct at the date hereof and, except for changes contemplated in this Agreement, shall also be true and correct at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date, except that representations and warranties that are confined to a specified date shall speak only as of such date, and Purchaser and Guarantor shall have performed or complied (or cured any noncompliance) with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date.
Representations and Warranties; Covenants and Agreements. Each of the representations and warranties of the Company contained in this Agreement that is not qualified by a "materiality" standard shall be true and correct in all material respects as of the Closing Date as if made on such date, each of the representations and warranties of the Company contained in this Agreement that is qualified by a "materiality" standard shall be true and correct as of the Closing Date as if made on such date and the Company shall have performed and complied in all material respects with all provisions, covenants and conditions contained in this Agreement which are required to be performed or complied with by them prior to or on the Closing Date.
