Common use of Covenants, Representations and Warranties Clause in Contracts

Covenants, Representations and Warranties. Global shall ----------------------------------------- have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by Global prior to or at the Closing and the representations and warranties of Global set forth in Article IV hereof shall be accurate in all material respects, at and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date except for any changes resulting from activities or transactions which may have taken place after the date hereof and which are permitted or contemplated by the Agreement or which have been entered into in the ordinary course of the Business and except to the extent that such representations and warranties are expressly made as of another specified date and, as to such representations, the same shall be true as of such specified date.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Global Imaging Systems Inc), Stock Purchase Agreement (Global Imaging Systems Inc), Stock Purchase Agreement (Global Imaging Systems Inc)

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Covenants, Representations and Warranties. Global The Company ----------------------------------------- and Seller shall ----------------------------------------- have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by Global each of them prior to or at the Closing and the Date. The representations and warranties of Global the Company and Seller set forth in Article IV hereof this Agreement shall be accurate in all material respects, respects at and as of the Closing Date, Date with the same force and effect as though made on and as of the Closing Date except for any changes resulting from activities or transactions which may have taken place after the date hereof and which are permitted or contemplated by the Agreement or which have been entered into in the ordinary course of the Business business and except to the extent that such representations and warranties are expressly made as of another specified date and, as to such representationsrepresentation, the same shall be true in all material respects as of such specified date.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Global Imaging Systems Inc), Stock Purchase Agreement (Global Imaging Systems Inc), Stock Purchase Agreement (Global Imaging Systems Inc)

Covenants, Representations and Warranties. Global and ------------------------------------------------ Buyer shall ----------------------------------------- have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by Global and Buyer prior to or at the Closing and the representations and warranties of Global and Buyer set forth in Article IV hereof shall be accurate in all material respects, at and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date except for any changes resulting from activities or transactions which may have taken place after the date hereof and which are permitted or contemplated by the Agreement or which have been entered into in the ordinary course of the Business and except to the extent that such representations and warranties are expressly made as of another specified date and, as to such representations, the same shall be true as of such specified date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Imaging Systems Inc)

Covenants, Representations and Warranties. Global and ----------------------------------------- Xxxxxx shall ----------------------------------------- have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by Global or Xxxxxx prior to or at the Closing and the representations and warranties of Global and Xxxxxx set forth in Article IV hereof shall be accurate in all material respects, at and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date except for any changes resulting from activities or transactions which may have taken place after the date hereof and which are permitted or contemplated by the Agreement or which have been entered into in the ordinary course of the Business and except to the extent that such representations and warranties are expressly made as of another specified date and, as to such representations, the same shall be true as of such specified date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Imaging Systems Inc)

Covenants, Representations and Warranties. The Buyer and Global ----------------------------------------- shall ----------------------------------------- have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by the Buyer and Global prior to or at the Closing and the representations and warranties of the Buyer and Global set forth in Article IV hereof shall be accurate in all material respects, at and as of ---------- the Closing Date, with the same force and effect as though made on and as of the Closing Date except for any changes resulting from activities or transactions which may have taken place after the date hereof and which are permitted or contemplated by the Agreement or which have been entered into in the ordinary course of the Business and except to the extent that such representations and warranties are expressly made as of another specified date and, as to such representations, the same shall be true as of such specified date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Imaging Systems Inc)

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Covenants, Representations and Warranties. Global and Buyer shall ----------------------------------------- have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by Global and Buyer prior to or at the Closing and the representations and warranties of Global and Buyer set forth in Article IV hereof shall be accurate in all material respects, at and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date except for any changes resulting from activities or transactions which may have taken place after the date hereof and which are permitted or contemplated by the Agreement or which have been entered into in the ordinary course of the Business and except to the extent that such representations and warranties are expressly made as of another specified date and, as to such representations, the same shall be true as of such specified date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Imaging Systems Inc)

Covenants, Representations and Warranties. Global and Newco shall ----------------------------------------- have each performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by Global or Newco prior to or at the Closing and the representations and warranties of Global and Newco set forth in Article ------- IV hereof shall be accurate in all material respects, at and as of the Closing -- Date, with the same force and effect as though made on and as of the Closing Date except for any changes resulting from activities or transactions which may have taken place after the date hereof and which are permitted or contemplated by the Agreement or which have been entered into in the ordinary course of the Business and except to the extent that such representations and warranties are expressly made as of another specified date and, as to such representations, the same shall be true as of such specified date.

Appears in 1 contract

Samples: Merger Agreement (Global Imaging Systems Inc)

Covenants, Representations and Warranties. Global and Newco shall ----------------------------------------- have each performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by Global or Newco prior to or at the Closing and the representations and warranties of Global and Newco set forth in Article IV hereof shall be accurate in all material respects, at and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date except for any changes resulting from activities or transactions which may have taken place after the date hereof and which are permitted or contemplated by the Agreement or which have been entered into in the ordinary course of the Business and except to the extent that such representations and warranties are expressly made as of another specified date and, as to such representations, the same shall be true as of such specified date.

Appears in 1 contract

Samples: Merger Agreement and Plan of Merger (Global Imaging Systems Inc)

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