Common use of REPRESENTATIONS AND WARRANTIES OF MEDICUS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF MEDICUS. In this Agreement, any reference to any event, change, condition or effect being "material" with respect to any entity or group of entities means any material event, change, condition or effect related to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations or results of operations of such entity or group of entities. In this Agreement, any reference to a "Material Adverse Effect" with respect to any entity or group of entities means any event, change or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of such entity and its subsidiaries, taken as a whole. Except as disclosed in a document of even date herewith and delivered by Medicus to QuadraMed prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the "Medicus Disclosure Schedule"), Medicus represents and warrants to QuadraMed and Merger Sub as follows: