Representations and Warranties True as of the Closing. The representations and warranties of the Company contained in this Agreement or in any schedule, certificate or document delivered by the Company to Purchase pursuant to the provisions hereof shall have been true in all material respects on the date hereof without regard to any schedule updates furnished by the Company after the date hereof and shall be true in all material respects on the Closing Date with the same effect as though such representations and warranties were made as of such date.
Representations and Warranties True as of the Closing. The representations and warranties of WorldPort and Acquisitions, Inc. contained in this Agreement or in any list, certificate or document delivered by WorldPort or Acquisitions, Inc. to WWC or the WWC Shareholder pursuant to the provisions hereof shall be true on the Closing with the same effect as though such representations and warranties were made as of such date;
Representations and Warranties True as of the Closing. Except for changes contemplated hereby or consented to or waived in writing by the Company, the representations and warranties of the QuadraMed Entities contained in this Agreement or in any schedule, certificate or document delivered by the QuadraMed Entities to the Company pursuant to the provisions hereof shall have been true on the date hereof without regard to any schedule updates furnished by the QuadraMed Entities after the date hereof and shall be true on the Closing with the same effect as though such representations and warranties were made as of such date.
Representations and Warranties True as of the Closing. All of the representations and warranties of Sellers and SWC contained in this Agreement or in any schedule, certificate or document delivered to Buyer pursuant to the provisions hereof (considered collectively without regard to materiality qualifiers contained in such representations and warranties), and each such representation and warranty (considered individually), other than the representations and warranties (or portions thereof) which contain materiality qualifiers, shall have been true in all material respects as of the date of this Agreement and on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date or as otherwise waived in writing by Buyer), without giving effect to any updated information disclosed by Sellers to Buyer pursuant to Section 3.1.8. Each of the representations and warranties of Sellers and SWC (or portions thereof) which contain materiality qualifiers (considered individually), shall have been true in all respects as of the date of this Agreement and on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date or as otherwise waived in writing by Buyer), without giving effect to any updated information disclosed by Sellers to Buyer pursuant to Section 3.1.8.
Representations and Warranties True as of the Closing. The representations and warranties of the Selling Stockholders contained in this Agreement shall be true in all respects at and as of the Closing with the same effect as though such representations and warranties wre made as of such date.
Representations and Warranties True as of the Closing. All of the representations and warranties of Purchaser contained in this Agreement, considered collectively, shall have been true in all material respects as of the date of this Agreement and shall be true in all material respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date).
Representations and Warranties True as of the Closing. The Fundamental Representations of Sellers shall be true and correct in all material respects and the representations and warranties of Sellers in Section 3.1 that are not Fundamental Representations (the “Sellers’ Non-Fundamental Representations”) shall be true and correct in all respects (in each case, without regard to materiality or Material Adverse Effect qualifiers), on and as of the Closing Date, with the same effect as though such representations and warranties had been made or given on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date (excluding the reference to “as of the date of this Agreement” in the lead in to Section 3.1), except for all such breaches, if any, of such Sellers’ Non-Fundamental Representations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Representations and Warranties True as of the Closing. The representations and warranties of Buyer contained in this Agreement or in any list, certificate or document delivered by Buyer to Seller pursuant to the provisions hereof shall be true on the Closing date with the same effect as though such representations and warranties were made as of such date.
Representations and Warranties True as of the Closing. The ------------------------------------------------------ representations and warranties of Seller contained in this Agreement or in any schedule, certificate or document delivered by Seller to Purchaser pursuant to the provisions hereof shall have been true on the date hereof in all material respects, and shall be true in all material respects as of the Closing as if made at the Closing.
Representations and Warranties True as of the Closing. The representations, warranties and undertakings of Janel contained in this Agrxxxxxt, and in the materials which Janel has publicly filed witx xxx SEC prior to the date of this Agreement shall be true on the date of this Agreement without regard to any updates furnished by Janel, shall be true after thx xxxe of this Agreement and shall be true on the Closing with the same effect as though such representations and warranties were made as of such date.
