Common use of Representations & Warranties Clause in Contracts

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Psychiatric Solutions Inc), Asset Purchase Agreement (Psychiatric Solutions Inc)

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Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true in all material respects and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed in all material respects or waived by Seller at Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sunlink Health Systems Inc), Asset Purchase Agreement (Sunlink Health Systems Inc)

Representations & Warranties. The representations and warranties of Buyer Seller contained in this Agreement shall be true and accurate correct, in all material respects, when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, and on and as of the Closing Date Date, as though such representations and warranties had been made on and as of such Closing Date. Each ; and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer Seller on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed, in all material respects.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Province Healthcare Co), Asset Purchase Agreement (Province Healthcare Co)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate when made in all material respects and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed in all material respects or waived by Seller at Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sunlink Health Systems Inc), Stock Purchase Agreement (Sunlink Health Systems Inc)

Representations & Warranties. The representations and warranties of Buyer Sellers contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer Sellers on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Psychiatric Solutions Inc), Asset Purchase Agreement (Psychiatric Solutions Inc)

Representations & Warranties. The representations and warranties of Buyer Seller contained in this Agreement shall be true and accurate in all material respects when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of Seller’s covenants set forth in this Agreement required to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed in all material respects or waived by Buyer at or prior to Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sunlink Health Systems Inc)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed.

Appears in 1 contract

Samples: Registration Rights Agreement (Cyberguard Corp)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, and as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each ; each and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed; and Seller have received a certificate to the foregoing effect from the Chairman of Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tandem Health Care, Inc.)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, and as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each ; each and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed; and Seller have received a certificate to the foregoing effect from the Chairman of Buyer.

Appears in 1 contract

Samples: Asset and Real Estate Purchase Agreement (Tandem Health Care, Inc.)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, and as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each ; and each and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hispanic Television Network Inc)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, and as of the Closing Date as though such representations and warranties had been made on and as of such the Closing Date. Each and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (HCA Holdings, Inc.)

Representations & Warranties. The representations and warranties of Buyer Seller contained in this Agreement shall be true and accurate in all material respects when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 14.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer Seller on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed or waived by Buyer at Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acadia Healthcare Company, Inc.)

Representations & Warranties. The representations and warranties of Buyer Seller contained in this Agreement shall be true and accurate in all material respects when made and, when read in light of any Schedules which have been attached to this Agreement or updated in accordance with the provisions of Section 12.1 hereof12.1, as of the Closing Date as though such representations and warranties had been made on and as of such the Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer Seller on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ardent Health Services LLC)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate when made in all material respects and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 11.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed in all material respects or waived by Seller at Closing.

Appears in 1 contract

Samples: Real Estate Purchase Agreement (Sunlink Health Systems Inc)

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Representations & Warranties. The representations and warranties of Buyer Seller contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 SECTION 10.1 hereof, as of the Closing Date Date, as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer Seller on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cyberguard Corp)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 14.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed or waived by Seller at Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acadia Healthcare Company, Inc.)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 SECTION 10.1 hereof, as of the Closing Date Date, as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cyberguard Corp)

Representations & Warranties. The representations and warranties of Buyer Seller contained in this Agreement shall be true and accurate when made and, in all material respects when read in light of any Schedules to this Agreement which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer Seller on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed in all material respects or waived by Buyer at Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunlink Health Systems Inc)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, and on and as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each ; and each and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amedisys Inc)

Representations & Warranties. The representations and warranties of Buyer Seller contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, covenants and conditions of this Agreement to be complied with or performed by Buyer Seller on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed.

Appears in 1 contract

Samples: Registration Rights Agreement (Cyberguard Corp)

Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects when made and, when read in light of any Schedules which have been attached to this Agreement or updated in accordance with the provisions of Section 12.1 hereof12.1, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performedperformed in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ardent Health Services LLC)

Representations & Warranties. The representations and warranties of Buyer Seller contained in this Agreement shall be true and accurate when made and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer Seller on or before the Closing Date pursuant to the terms hereof shall have been in duly complied with and performed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Province Healthcare Co)

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