Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Vendor contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or in any Schedule or other document made pursuant hereto is given). In addition, the Vendor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them at or prior to the Closing Time. In addition, the Vendor shall have delivered to the Purchaser a certificate in the form of Schedule 6.1.1 attached hereto confirming that the facts with respect to each of such representations and warranties by the Vendor are as set out herein at the Closing Time and that the Vendor has performed all covenants required to be performed by them hereunder.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement is given). In addition, the Purchaser shall have complied with all conditions precedent herein agreed to be performed or caused to be performed by it at or prior to the Closing Time.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Corporation and the Shareholder contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or in any schedule or other document made pursuant hereto is given). In addition, the Corporation and the Shareholder shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them at or prior to the Closing Time. In addition, the Corporation and the Shareholder shall have delivered to the Purchaser a certificate in the form of Schedule Z attached hereto confirming that the facts with respect to each of such representations and warranties by the Corporation and the Shareholder are as set out herein at the Closing Time and that the Corporation and the Shareholder have performed all covenants required to be performed by them hereunder.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Purchaser and Workstream contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate on the date and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or any such Schedule or other document made pursuant hereto is given). In addition, the Purchaser and Workstream shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the Closing Time. In addition, the Purchaser and Workstream shall have delivered to the Vendor a certificate in the form of Schedule 6.3.1 attached hereto confirming that the facts with respect to each of the representations and warranties of the Purchaser and Workstream are as set out herein at the Closing Time and that the Purchaser and Workstream has performed each of the covenants required to be performed by it hereunder.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Assignor contained in this Agreement or in any document or certificate delivered in order to carry out the transactions contemplated hereby shall be true and accurate in all material respects (except where such representations and warranties are already qualified by the term "material" in which event such representations and warranties shall be true and correct in all respects) on the Closing Date. In addition, the Assignor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by him at or prior to the Closing Time and the Assignor shall deliver to the Assignee at the Closing Time a certificate confirming compliance with this Section (the "Assignor's Closing Certificate").
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Optionor contained in section 3.1 of this Agreement shall be true and accurate on the date hereof and at the Transfer Date with the same force and effect as though such representations and warranties had been made as of such date (except to the extent such representations and warranties are by their express terms made as of the date of this Agreement or another specific date, in which case such representations and warranties shall be true and correct of such date). In addition, the Optionor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the applicable date(s) for such performance.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Optionee contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate on the date hereof and at the Transfer Date with the same force and effect as though such representations and warranties had been made as of such date (except to the extent such representations and warranties are by their express terms made as of the date of this Agreement or another specific date, in which case such representations and warranties shall be true and correct of such date). In addition, the Optionee shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the applicable date(s) for such performance.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate in all material respects on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or any such Schedule or other document made pursuant hereto is given). In addition, the Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the Closing Time and the Purchaser shall deliver to the Vendor at the Closing Time a certificate of a senior officer confirming compliance with this Section.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties contained in Sections 3.1(a), 3.1(b), 3.1(d), 3.1(e), 3.1(f), 3.2(a), 3.2(b) and 3.2(d) of this Agreement and the representations and warranties of the Shareholders contained in the Share Issuance and Acquisition Agreements (collectively, the “RMS Fundamental Representations”) will be true and correct in all respects (except, solely with respect to Sections 3.1(b) and/or 3.2(b) in respect of rounded numbers, any failure that is de minimus in nature) as if made on the Cutoff Date and the Closing Date. The representations and warranties contained in Sections 3.1 and 3.2 (other than the RMS Fundamental Representations) shall be true and correct in all respects (without giving effect to any materiality qualifier applicable to such representation or warranty), in each case as if made on and as of the Cutoff Date and the Closing Date, other than representations and warranties that expressly refer only as of a specific date (in which case such representations and warranties will be true and correct as of such date), except (in all cases) to the extent that the failure of such representations and warranties to be true and correct does not, individually or in the aggregate, constitute, or would not reasonably be expected to constitute, a Company Material Adverse Effect or Holdings Material Adverse Effect. Holdings shall have performed in all material respects all of the obligations and complied in all material respects with all of their respective covenants, agreements and conditions set forth in this Agreement or any other Ancillary Agreement and required to be performed or complied with by Holdings at or prior to the Effective Time.
Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Borrowers contained herein or in any other Security Document shall be true and accurate at each Closing Date. In addition, the Borrowers shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to each Closing Date. At each Closing Date, the Borrowers shall have delivered to Phoenix, on behalf of the Lenders, a certificate, substantially in the form attached hereto as Exhibit F, confirming the facts with respect to each of the representations and warranties, confirming that all such covenants and agreements have been performed and confirming that all conditions set forth in this Sections 7.1 and 7.2 have been satisfied or waived.
