REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by Purchaser shall be correct and complete in all Material respects on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. Purchaser shall have duly performed and complied with all of the agreements, covenants, acts and undertakings to be performed or complied with by it on or prior to the Closing Date. Purchaser shall have delivered to the Company and the Stockholders a certificate dated as of the Closing Date certifying as to the fulfillment of the conditions of this Section 7.01. Notwithstanding any other provision of this Agreement to the contrary, for purposes of this Section 7.01, all Materiality qualifications contained in the representations and warranties made by Purchaser shall be disregarded and given no effect.
REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by Medirisk and Merger Sub in this Agreement or any document or instrument delivered to the Shareholders or their representatives hereunder shall be true and correct on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date. Medirisk and Merger Sub shall have duly performed all of the agreements, covenants, acts and undertakings to be performed by it on or prior to the Closing Date.
REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by the Company and each of the Stockholders shall be correct and complete in all Material respects on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. The Company and each of the Stockholders shall have each duly performed and complied in all Material respects with all of the agreements, covenants, acts and undertakings to be performed or complied with by it in all Material respects on or prior to the Closing Date. The Company and each of the Stockholders shall have delivered to Purchaser a certificate or certificates dated as of the Closing Date certifying as to the fulfillment of the conditions of this Section 6.01. Notwithstanding any other provision of this Agreement to the contrary, for purposes of this Section 6.01, all Materiality qualifications contained in the representations and warranties made by the Company and each of the Stockholders shall be disregarded and given no effect.
REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by the Sellers shall be correct and complete in all Material respects on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. Sellers shall have each duly performed and complied in all Material respects with all of the agreements, covenants, acts and undertakings to be performed or complied with by it in all Material respects on or prior to the Closing Date. Sellers shall have delivered to Purchaser a certificate signed by Sellers dated as of the Closing Date certifying as to the fulfillment of the conditions of this Section 7.01. Notwithstanding any other provision of this Agreement to the contrary, for purposes of this Section 7.01, all Materiality qualifications contained in the representations and warranties made by the Sellers shall be disregarded and given no effect.
REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by the Shareholders in this Agreement or any document or instrument delivered to Purchaser or its representatives hereunder shall be true and correct on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. Each Shareholder shall have duly performed all of the agreements, covenants, acts and undertakings to be performed by such Shareholder on or prior to the Closing Date. Each Shareholder shall deliver to Purchaser a certificate, dated the Closing Date, as to the satisfaction of the conditions set forth in this Section 5.1.
REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by Purchaser in this Agreement or any document or instrument delivered to the Shareholders or their representatives hereunder shall be true and correct on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date. Purchaser shall have duly performed all of the agreements, covenants, acts and undertakings to be performed by it on or prior to the Closing Date.
REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by Seller in this Agreement and the Other Agreements shall be true and correct in all material respects on the Closing Date with the same force and effect as if this Agreement had been executed on and as of the Closing Date (other than representations and warranties which are made as of a specified date, which shall be true and correct as of such date); provided, however, that the determination pursuant to this sentence will disregard any materiality qualifiers in such representations and warranties. Seller shall have duly performed or complied with in all material respects all of the agreements and covenants to be performed or complied with by it on or prior to the Closing Date (including agreements of Seller to cause the Company to take or refrain from taking certain actions). Seller shall have executed and delivered to Purchaser a certificate dated as of the Closing Date certifying as to the fulfillment of the conditions contained in this Section 5.1.
REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by the Company in this Agreement or any document or instrument delivered to Medirisk or Merger Sub or its representatives hereunder shall be true and correct on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, except (i) to the extent such representations and warranties are by their express provisions made as of the date of this Agreement or another specified date; and (ii) for the effect of any activities or transactions which may have taken place after the date of this Agreement which are contemplated by this Agreement. The Company shall have duly performed all of the agreements, covenants, acts and undertakings to be performed by it, pursuant to this Agreement or any of the other Transaction documents to which it is a party, on or prior to the Closing Date. The Company shall deliver to Medirisk and Merger Sub a certificate of a duly authorized officer thereof, dated the Closing Date, as to the satisfaction of the conditions set forth in this Section 5.1.
REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. The representations and warranties made by Medirisk and Merger Sub in this Agreement or any document or instrument delivered to the Company shall be true and correct on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date. Medirisk and Merger Sub shall have duly performed all of the agreements, covenants, acts and undertakings to be performed by it on or prior to the Closing Date. Medirisk and Merger Sub shall deliver to the Shareholders a certificate of duly authorized respective officers thereof, dated the Closing Date, as to the satisfaction of the conditions set forth in this Section 6.1.
REPRESENTATIONS TRUE AND COVENANTS PERFORMED AT CLOSING. For purposes of this Section 7.1, the accuracy of the representations and warranties of Purchaser set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties have been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date). The representations and warranties of Purchaser set forth in Section 4.4 of this Agreement shall be true and correct. There shall not exist inaccuracies in the representations and warranties of Purchaser as set forth in this Agreement (including the representations and warranties set forth in Section 4.4) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a Material Adverse Effect on Purchaser; provided that, for purposes of this sentence only, those representations and warranties which are qualified by reference to "Material," "Material Adverse Effect," or "Knowledge" shall be deemed not to include such qualifications. Purchaser shall have duly performed in all respects all of the agreements and covenants and satisfied all of the conditions to be performed or complied with by it on or prior to the Effective Time. Purchaser shall execute and deliver to Seller a certificate dated as of the Effective Time certifying the fulfillment of the conditions of this Section 7.1.
