Common use of Representations and Warranties; Covenants and Agreements Clause in Contracts

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Unipath Entities and the Sellers contained in 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, the Sellers or the Unipath Entities to the Purchaser at Closing, 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 and each Unipath Entity 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. The president or managing partner of each Unipath Entity, the president of each MDPA and each Seller shall have executed and delivered to the Purchaser a certificate, dated the Closing Date, certifying to the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameripath Inc)

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Representations and Warranties; Covenants and Agreements. The representations and warranties of the Unipath Entities Sellers and the Sellers Company contained in Article III 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 Seller or the Unipath Entities Practice to the Purchaser at ClosingAmeriPath, 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. Each Seller Sellers and each Unipath Entity 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 president or managing partner of each Unipath Entity, the president of each MDPA Sellers and each Seller Practice shall have executed and delivered to the Purchaser AmeriPath a certificate, dated the Closing Date, certifying to the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameripath Inc)

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Unipath Entities and the Sellers contained in Article III 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 Unipath Entities SLA to the Purchaser at ClosingPurchaser, 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. Each Seller The Sellers and each Unipath Entity SLA 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 president or managing partner of each Unipath Entity, Sellers and the president of each MDPA and each Seller SLA shall have executed and delivered to the Purchaser a certificate, dated the Closing Date, certifying to the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameripath Inc)

Representations and Warranties; Covenants and Agreements. The representations and warranties of the Unipath Entities Sellers and the Sellers Practice contained in Article III 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 Unipath Entities Practice to the Purchaser at ClosingAmeriPath, 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. Each Seller Sellers and each Unipath Entity 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 president or managing partner of each Unipath Entity, the president of each MDPA Sellers and each Seller Practice shall have executed and delivered to the Purchaser AmeriPath a certificate, dated the Closing Date, certifying to the foregoing.

Appears in 1 contract

Samples: Merger Agreement (Ameripath Inc)

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Representations and Warranties; Covenants and Agreements. The representations and warranties of the Unipath Entities and the Sellers contained in Article III 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 Unipath Entities Companies to the Purchaser at ClosingPurchaser, 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 The Sellers and each Unipath Entity the Companies 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. The president or managing partner Each of each Unipath Entity, the Sellers and the president of each MDPA and each Seller the Companies shall have executed and delivered to the Purchaser a certificate, dated the Closing Date, certifying to the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameripath Inc)

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