Common use of The Seller's Certificate Clause in Contracts

The Seller's Certificate. The Sellers must have delivered to Buyer a certificate stating that (i) the representations, warranties and covenants made by the Sellers in the Agreement are true in all material respects at and as of Closing as if made on and as of Closing (excluding for this purpose any materiality qualifier in such representations and warranties), and (ii) the Sellers have performed and complied with all of their covenants and obligations under this Agreement in all material respects which are to be performed or complied with by it before or at Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Almost Family Inc), Stock Pledge Agreement (Almost Family Inc)

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The Seller's Certificate. The Sellers Seller must have delivered to Buyer a certificate stating that (i) the representations, warranties and covenants made by the Sellers Seller in the Agreement are true in all material respects at and as of Closing as if made on and as of Closing (excluding for this purpose any materiality qualifier in such representations and warranties)Closing, and (ii) the Sellers have Seller has performed and complied with all of their its covenants and obligations under this Agreement in all material respects which are to be performed or complied with by it before or at Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Almost Family Inc), Asset Purchase Agreement (Almost Family Inc)

The Seller's Certificate. The Sellers must Seller shall have delivered to Buyer a certificate stating that (i) the representations, warranties and covenants made by the Sellers Seller in the Agreement are true in all material respects at and as of Closing as if made on and as of Closing (excluding for this purpose any materiality qualifier in such representations and warranties)Closing, and (ii) the Sellers have Seller has performed and complied with all of their its covenants and obligations under this Agreement in all material respects which are to be performed or complied with by it before or at Closing.

Appears in 1 contract

Samples: Assets Purchase Agreement (Caretenders Health Corp)

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The Seller's Certificate. The Sellers must Seller shall have delivered to Buyer a certificate stating that (i) the representations, warranties and covenants made by the Sellers Seller in the Agreement are true in all material respects at and as of Closing as if made on and as of Closing (excluding for this purpose any materiality qualifier in such representations and warranties)Closing, and (ii) the Sellers have Seller has performed and complied in all material respects with all of their its covenants and obligations under this Agreement in all material respects which are to be performed or complied with by it before or at Closing.

Appears in 1 contract

Samples: Assets Purchase Agreement (Caretenders Health Corp)

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