Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (except to the extent that any representation is qualified by its terms with reference to materiality, in which case such representation shall be true and correct as written) as of the date of this Agreement and, except for any changes contemplated by this Agreement or representations that expressly speak as of a certain date, as of the Closing Date as though made on and as of the Closing Date; Buyer shall have performed all covenants and agreements to be performed by them under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Buyer shall have delivered to Seller a certificate of an authorized officer of Buyer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to Seller;
Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and Buyer shall have performed all covenants and agreements to be performed by it under this Agreement on or prior to the Closing Date, and Buyer shall have delivered the Purchase Price to Seller.
Representations and Warranties; Compliance with Agreement. The representations and warranties of Seller set forth in Sections 3.2, 3.3, 3.4 (subject to Section 10.2), 3.6.1 (but only with respect to the representations and warranties of Seller related to the Soothe® Historical Report), 3.6.2, 3.7, 3.9, 3.10, 3.11, 3.12, 3.14, 3.15, 3.17, 3.18 and 3.19 of this Agreement (the “Seller Bring Down Representations”) shall be true and correct in all material respects (except to the extent that any Seller Bring Down Representation is qualified by its terms with reference to materiality, in which case such Seller Bring Down Representation shall be true and correct as written) as of the date of this Agreement and, except for any changes to the Disclosure Schedule to reflect changes contemplated by this Agreement or any Seller Bring Down Representation that expressly speaks as of a certain date, as of the Closing Date as though made on and as of the Closing Date, Seller shall have performed all covenants and agreements to be performed by it under this Agreement in all material respects (except to the extent that any covenants are qualified by its terms with reference to materiality, in which case such covenant shall have been performed as written) on or prior to the Closing Date; and Seller shall have delivered to Buyer a certificate of Seller’s chief executive officer or chief financial officer to such effect, dated the Closing Date, in form and substance reasonably satisfactory to Buyer;
Representations and Warranties; Compliance with Agreement. The representations and warranties of the Company in this Agreement shall be true and correct on and as of the Closing Date or the Option Closing Date, as the case may be, with the same effect as if made on the Closing Date or the Option Closing Date, as the case may be, and the Company shall have complied with all the agreements and satisfied all the obligations required to be performed or satisfied by it at or prior to the Closing Date or the Option Closing Date, as the case may be.
Representations and Warranties; Compliance with Agreement. The representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and Seller shall have performed all covenants and agreements to be performed by it under this Agreement on or prior to the Closing Date, and Seller shall have delivered to Buyer certificates to such effect dated as of the Closing Date signed on behalf of each such corporation by its respective President or Chief Financial Officer, which certificates shall be in form and substance reasonably satisfactory to Buyer's counsel. 9.1.2.
Representations and Warranties; Compliance with Agreement. The representations and warranties of Medical Media and Acquisition Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, and Medical Media and Acquisition Sub shall have performed all covenants and agreements to be performed by it under this Agreement on or prior to the Closing Date, and Medical Media and Acquisition Sub shall have delivered to AFMN certificates to such effect dated as of the Closing Date and signed by Medical Media and Acquisition Sub.
Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Subsequent Closing Date as though made on and as of the Subsequent Closing Date and as though in every representation and warranty in which the Initial Closing Date or the Initial Closing, as the case may be, are referenced such terms mean the Subsequent Closing Date and the Subsequent Closing, as the case may be; Buyer shall have performed all covenants and agreements to be performed by it under this Agreement on or prior to the Subsequent Closing Date; and Buyer shall have delivered to Seller a certificate to such effect, dated the Subsequent Closing Date and signed by its President or by an Executive Vice-President or a Senior Vice-President, which certificate shall be in form and substance reasonably satisfactory to Seller and its counsel.
Representations and Warranties; Compliance with Agreement. The representations and warranties of Acquiree and THI set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Date as though made on and as of the Effective Date, and Acquiree and THI shall have performed all covenants and agreements to be performed by either of them under this Agreement on or prior to the Effective Date, and Acquiree and THI shall have delivered to Advantage Life certificates to such effect dated the Effective Date signed by THI and by Acquiree, which certificates shall be in the form attached hereto as Schedule 9.1(a);
Representations and Warranties; Compliance with Agreement. The representations and warranties of Advantage Life and Advantage Life Acquisition set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Date as though made on and as of the Effective Date, and Advantage Life and Advantage Life Acquisition shall have performed all covenants and agreements to be performed by either of them under this Agreement on or prior to the Effective Date, and Advantage Life and Advantage Life Acquisition shall have delivered to Acquiree certificates to such effect dated the Effective Date and signed by Advantage Life and Advantage Life Acquisition, which certificates shall be in the form attached hereto as Schedule 9.2(a); or
Representations and Warranties; Compliance with Agreement. The representations and warranties of IMN set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and IMN shall have performed all covenants and agreements to be performed by it under this Agreement and otherwise on or prior to the Closing Date, and IMN shall have delivered to NRD a certificate to such effect dated the Closing Date signed by IMN’s chief executive officer.
