Common use of No Breach of Covenants; True and Correct Representations and Warranties Clause in Contracts

No Breach of Covenants; True and Correct Representations and Warranties. In connection with each Closing and Interim Transfer, (a) there shall have been no intentional, grossly negligent or repeated material breach by Federated in the performance of any of its covenants in any Transaction Document to which it is a party, or by any Surviving Fund in the performance of its covenants in the applicable Reorganization Agreement, to be performed in whole or in part prior to such Closing or Interim Transfer (as applicable) relating to those Transactions being consummated upon such Closing or Interim Transfer (as applicable), and (b) each of the representations and warranties of Federated contained in Section 4.1.1, 4.1.2, 4.1.3, 4.1.4 and 4.1.5 shall be true and correct in all material respects as of each Closing Date and Interim Transfer Date (as applicable), except for any such representations or warranties that are made by their terms as of a specified date, which shall be true and correct in all material respects as of the specified date and except for representations and warranties that already contain a materiality qualifier which shall be true and correct in all respects. At each Closing, Alliance shall receive a certificate of Federated executed by an authorized executive officer of Federated certifying to the fulfillment of the foregoing conditions. Federated agrees that it will use commercially reasonable efforts to remedy (or cause to be remedied) any breach of any covenant, representation or warranty of Federated (or any Surviving Fund) set forth in this Agreement or other Transaction Document to the extent such covenant, representation or warranty is not true and correct in all material respects as of such Closing Date or Interim Transfer Date (except for any such representations or warranties that are made by their terms as of a specified date, which shall have failed to be true and correct in all material respects as of the specified date, or covenants, representations or warranties that already contain a materiality qualifier which shall have failed to be true and correct in all respects).

No Breach of Covenants; True and Correct Representations and Warranties. In connection with each Closing and Interim Transfer, (a) there shall have been no intentional, grossly negligent or repeated material breach by Federated Alliance in the performance of any of its covenants in any Transaction Document to which it is a party, or by any Surviving Alliance Fund in the performance of its covenants in the applicable Reorganization Agreement, to be performed in whole or in part prior to such Closing or Interim Transfer (as applicable) relating to those Transactions being consummated upon such Closing or Interim Transfer (as applicable), and (b) each of the representations and warranties of Federated Alliance contained in Section 4.1.13.1.1, 4.1.23.1.2, 4.1.33.1.3, 4.1.4 3.1.4, 3.1.5 and 4.1.5 3.1.8 shall be true and correct in all material respects as of each Closing Date and Interim Transfer Date (as applicable), except for any such representations or warranties that are made by their terms as of a specified date, which shall be true and correct in all material respects as of the specified date and except for representations and warranties that already contain a materiality qualifier which shall be true and correct in all respects. At each Closing, Alliance Federated shall receive a certificate of Federated Alliance executed by an authorized executive officer of Federated Alliance certifying to the fulfillment of the foregoing conditions. Federated Alliance agrees that it will use commercially reasonable efforts to remedy (or cause to be remedied) any breach of any covenant, representation or warranty of Federated Alliance (or any Surviving Alliance Fund) set forth in this Agreement or other Transaction Document to the extent such covenant, representation or warranty is not true and correct in all material respects as of such Closing Date or Interim Transfer Date (except for any such representations or warranties that are made by their terms as of a specified date, which shall have failed to be true and correct in all material respects as of the specified date, or covenants, representations or warranties that already contain a materiality qualifier which shall have failed to be true and correct in all respects).

No Breach of Covenants; True and Correct Representations and Warranties. In connection with each Closing and Interim TransferClosing, (a) there shall have been no intentional, grossly negligent or repeated material breach by Federated in the performance of any of its covenants applicable to it in this Agreement or any other Transaction Document to which it is a party, or by any Surviving Fund in the performance of its covenants in the applicable Reorganization Agreement, party to be performed in whole or in part prior to such Closing or Interim Transfer (as applicable) relating to those Transactions being consummated upon such Closing or Interim Transfer (as applicable)Closing, and (b) each of (i) the representations and warranties of Federated contained set forth in Section 4.1.1Sections 4.1.1 (Incorporation and Qualification of Federated), 4.1.24.1.2 (Authority of Federated) and 4.2.1(a) (Authority of Federated Funds), 4.1.3and Sections 4.1.6 (Litigation) and 4.2.6 (Litigation) (but only with respect to Litigation constituting an examination for cause, 4.1.4 and 4.1.5 investigation or enforcement action by a Governmental Authority), shall be true and correct in all material respects as of each Closing Date (and Interim Transfer Date (as applicable)any representation and warranty in such Sections that is already qualified by a Federated Material Adverse Change, except for any such representations materiality or warranties that are made by their terms as of a specified date, which shall be true and correct in all material respects as of the specified date and except for representations and warranties that already contain a materiality similar qualifier which shall be true and correct in all respects) as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such Closing Date, and (ii) the other representations and warranties of Federated set forth in Sections 4.1 and 4.2 of this Agreement (including Sections 4.1.6 (Litigation) and 4.2.6 (Litigation) (with respect to Litigation other than Litigation constituting an examination for cause, investigation or enforcement action by a Governmental Authority) shall be true and correct as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such Closing Date without giving effect to any Federated Material Adverse Change, materiality or similar qualifications set forth in such representations and warranties (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date), provided that no such representation or warranty of Federated will be deemed untrue or incorrect for purposes of this clause (b)(ii) as a consequence of the existence of any fact, event, change, condition, development, circumstance or effect inconsistent with such representation or warranty, unless such fact, event, change, condition, development, circumstance or effect, individually or taken together with all other facts, events, changes, conditions, developments, circumstances or effects, has had or would reasonably be likely to have a Federated Material Adverse Change. At each Closing, Alliance Parent shall receive a certificate of Federated executed by an authorized executive officer of Federated certifying to the fulfillment of the foregoing conditions. Federated agrees that it will use commercially reasonable efforts to remedy (or cause to be remedied) any breach of any covenant, representation or warranty of Federated (or any Surviving Fund) set forth in this Agreement or other Transaction Document to the extent such covenant, representation or warranty is not true and correct in all material respects as of such Closing Date or Interim Transfer Date (except for any such representations or warranties that are made by their terms as of a specified date, which shall have failed to be true and correct in all material respects as of the specified date, or covenants, representations or warranties that already contain a materiality qualifier which shall have failed to be true and correct in all respects).

No Breach of Covenants; True and Correct Representations and Warranties. In connection with each Closing and Interim TransferClosing, (a) there shall have been no intentional, grossly negligent or repeated material breach by Federated any Seller Party in the performance of any of its covenants applicable to it in this Agreement or any other Transaction Document to which it is a party, or by any Surviving Fund in the performance of its covenants in the applicable Reorganization Agreement, party to be performed in whole or in part prior to such Closing or Interim Transfer (as applicable) relating to those Transactions being consummated upon such Closing or Interim Transfer (as applicable)Closing, and (b) each of (i) the representations and warranties of Federated contained Parent and Subadviser set forth in Section 4.1.1Sections 3.1.1 (Organization and Qualification), 4.1.23.1.2 (Authority), 4.1.33.2.1(a) (Authority and Regulation) and 3.3.1(a) (Authority and Regulation), 4.1.4 and 4.1.5 Sections 3.1.6 (Litigation), 3.2.5 (Litigation) and 3.3.3 (Litigation) (but only with respect to Litigation constituting an examination for cause, investigation or enforcement action by a Governmental Authority), shall be true and correct in all material respects as of each Closing Date (and Interim Transfer Date (as applicable)any representation and warranty in such Sections that is already qualified by a Subadviser Material Adverse Change, except for any such representations materiality or warranties that are made by their terms as of a specified date, which shall be true and correct in all material respects as of the specified date and except for representations and warranties that already contain a materiality similar qualifier which shall be true and correct in all respects) as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such Closing Date, and (ii) the other representations and warranties of Parent and Subadviser set forth in Sections 3.1, 3.2 and 3.3 of this Agreement (including Sections 3.1.6 (Litigation), 3.2.5 (Litigation) and 3.3.3 (Litigation) (with respect to Litigation other than Litigation constituting an examination for cause, investigation or enforcement action by a Governmental Authority) shall be true and correct as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such Closing Date without giving effect to any Subadviser Material Adverse Change, materiality or similar qualifications set forth in such representations and warranties (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date), provided that no such representation or warranty of Parent or Subadviser will be deemed untrue or incorrect for purposes of this clause (b)(ii) as a consequence of the existence of any fact, event, change, condition, development, circumstance or effect inconsistent with such representation or warranty, unless such fact, event, change, condition, development, circumstance or effect, individually or taken together with all other facts, events, changes, conditions, developments, circumstances or effects, has had or would reasonably be likely to have a Subadviser Material Adverse Change. At each Closing, Alliance Federated shall receive a certificate of Federated Parent executed by an authorized executive officer of Federated Parent certifying to the fulfillment of the foregoing conditions. Federated agrees that it will use commercially reasonable efforts to remedy (or cause to be remedied) any breach of any covenant, representation or warranty of Federated (or any Surviving Fund) set forth in this Agreement or other Transaction Document to the extent such covenant, representation or warranty is not true and correct in all material respects as of such Closing Date or Interim Transfer Date (except for any such representations or warranties that are made by their terms as of a specified date, which shall have failed to be true and correct in all material respects as of the specified date, or covenants, representations or warranties that already contain a materiality qualifier which shall have failed to be true and correct in all respects).

No Breach of Covenants; True and Correct Representations and Warranties. In connection with each Closing and Interim Transfer, (a) there shall have been no intentional, grossly negligent or repeated material breach by Federated in the performance of any of its covenants in any Transaction Document to which it is a party, or by any Surviving Fund in the performance of its covenants in the applicable Reorganization Agreement, to be performed in whole or in part prior to such Closing or Interim Transfer (as applicable) relating to those Transactions being consummated upon such Closing or Interim Transfer (as applicable), and (b) each of the The representations and warranties made by the Company in Article 4 of Federated contained this Agreement (other than the Fundamental Representations), made by the Company in Section 4.1.1, 4.1.2, 4.1.3, 4.1.4 the Transaction Documents and 4.1.5 made by the Company in any certificate delivered by the Company pursuant to Article 9 hereof shall be true and correct in all material respects as (in the case of each Closing Date and Interim Transfer Date any such representation or warranty not qualified by materiality or Material Adverse Effect) or in all respects (as applicablein the case of any such representation or warranty qualified by materiality or Material Adverse Effect), except for any such representations or warranties that are made by their terms as of a specified date, which shall be true and correct in all material respects each case as of the specified date of this Agreement and except for as of the Closing Date (disregarding any updates or supplements provided under Section 6.12) with the same force and effect as if such representations and warranties that already contain had been made as of the Closing Date, except to the extent such representations and warranties are expressly made only as of an earlier date, in which case solely as of such earlier date. The Fundamental Representations made by the Company in Article 4 of this Agreement and in any certificate delivered by the Company pursuant to Article 9 hereof (and any representation made by a materiality qualifier which Shareholder in a Letter of Transmittal or other Transaction Document or certificate delivered by a Shareholder pursuant to Article 9 hereof) shall be true and correct in all respects. At , in each Closing, Alliance shall receive a certificate of Federated executed by an authorized executive officer of Federated certifying to the fulfillment case as of the foregoing conditions. Federated agrees that it will use commercially reasonable efforts to remedy (or cause to be remedied) any breach date of any covenant, representation or warranty of Federated (or any Surviving Fund) set forth in this Agreement and as of the Closing Date (disregarding any updates or other Transaction Document supplements provided under Section 6.12) with the same force and effect as if such representations and warranties had been made as of the Closing Date, except to the extent such covenantrepresentations and warranties are expressly made only as of an earlier date, representation or warranty is not true in which case solely as of such earlier date. The Company, the Shareholders, the Option Holders, and correct the Principal Equityholders shall in all material respects as have complied with and performed all of such Closing Date or Interim Transfer Date (except for any such representations or warranties that are made the agreements and covenants required by their terms as of a specified date, which shall have failed this Agreement and the Transaction Documents to be true and correct in all material respects as performed or complied with by each of them on or prior to the specified date, or covenants, representations or warranties that already contain a materiality qualifier which shall have failed to be true and correct in all respects)Closing Date.

No Breach of Covenants; True and Correct Representations and Warranties. In connection with each (i) The representations and warranties by Parent and Merger Sub contained in Sections 5.1 and 5.2 of this Agreement shall be true and correct in all respects (other than for such failures to be true and correct as are de minimis in effect), on and as of the date of this Agreement and at and as of the Closing as though such representations and Interim Transferwarranties were made on and as of such time (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), (aii) there shall have been no intentional, grossly negligent or repeated material breach by Federated in the performance of any of its covenants in any Transaction Document to which it is a party, or by any Surviving Fund in the performance of its covenants in the applicable Reorganization Agreement, to be performed in whole or in part prior to such Closing or Interim Transfer (as applicable) relating to those Transactions being consummated upon such Closing or Interim Transfer (as applicable), and (b) each of the representations and warranties made by the Parent and Merger Sub set forth in this Agreement (other than those specified in clause (i) above) that are qualified by a “Material Adverse Effect” or “materiality” qualification shall be true and correct in all respects as so qualified on and as of Federated contained the date of this Agreement and at and as of the Closing as though such representations and warranties were made on and as of such time (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date) and (iii) the representations and warranties made by the Parent and Merger Sub set forth in Section 4.1.1, 4.1.2, 4.1.3, 4.1.4 and 4.1.5 this Agreement (other than those specified in clause (i) above) that are not qualified by a “Material Adverse Effect” or “materiality” qualification shall be true and correct in all material respects in each case at and as of each the date of this Agreement and at and as of the Closing Date with the same force and Interim Transfer Date (effect as applicable)if such representations and warranties had been made as of the Closing Date, except for any to the extent such representations or and warranties that are expressly made by their terms only as of a specified an earlier date, in which case solely as of such earlier date. Parent and Merger Sub shall be true and correct in all material respects as have complied with and performed all of the specified date agreements and except for representations covenants required by this Agreement to be performed and warranties that already contain a materiality qualifier which shall be true and correct in all respects. At complied with by each Closing, Alliance shall receive a certificate of Federated executed by an authorized executive officer of Federated certifying them on or prior to the fulfillment of the foregoing conditions. Federated agrees that it will use commercially reasonable efforts to remedy (or cause to be remedied) any breach of any covenant, representation or warranty of Federated (or any Surviving Fund) set forth in this Agreement or other Transaction Document to the extent such covenant, representation or warranty is not true and correct in all material respects as of such Closing Date or Interim Transfer Date (except for any such representations or warranties that are made by their terms as of a specified date, which shall have failed to be true and correct in all material respects as of the specified date, or covenants, representations or warranties that already contain a materiality qualifier which shall have failed to be true and correct in all respects)Date.

No Breach of Covenants; True and Correct Representations and Warranties. In connection with each (i) The representations and warranties made by the Company in Sections 4.1, 4.2, 4.3 and 4.4 of this Agreement shall be true and correct in all respects (other than for such failures to be true and correct as are de minimis in effect and, to the extent applicable, are cured by a proper calculation of the Applicable Per Share Merger Consideration), on and as of the date of this Agreement and at and as of the Closing as though such representations and Interim Transferwarranties were made on and as of such time (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), (aii) there shall have been no intentional, grossly negligent or repeated material breach by Federated in the performance of any of its covenants in any Transaction Document to which it is a party, or by any Surviving Fund in the performance of its covenants in the applicable Reorganization Agreement, to be performed in whole or in part prior to such Closing or Interim Transfer (as applicable) relating to those Transactions being consummated upon such Closing or Interim Transfer (as applicable), and (b) each of the representations and warranties made by the Company set forth in this Agreement (other than those specified in clause (i) above) that are qualified by a “Material Adverse Effect” or “materiality” qualification shall be true and correct in all respects as so qualified on and as of Federated contained the date of this Agreement and at and as of the Closing as though such representations and warranties were made on and as of such time (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date) and (iii) the representations and warranties made by the Company set forth in Section 4.1.1, 4.1.2, 4.1.3, 4.1.4 and 4.1.5 this Agreement (other than those specified in clause (i) above) that are not qualified by a “Material Adverse Effect” or “materiality” qualification shall be true and correct in all material respects in each case at and as of each the date of this Agreement and at and as of the Closing Date with the same force and Interim Transfer Date (effect as applicable)if such representations and warranties had been made as of the Closing Date, except for any to the extent such representations or and warranties that are expressly made by their terms only as of a specified an earlier date, in which case solely as of such earlier date. The Company shall be true and correct in all material respects as have complied with and performed all of the specified date agreements and except for representations and warranties that already contain a materiality qualifier which shall covenants required by this Agreement to be true and correct in all respects. At performed or complied with by each Closing, Alliance shall receive a certificate of Federated executed by an authorized executive officer of Federated certifying them on or prior to the fulfillment of the foregoing conditions. Federated agrees that it will use commercially reasonable efforts to remedy (or cause to be remedied) any breach of any covenant, representation or warranty of Federated (or any Surviving Fund) set forth in this Agreement or other Transaction Document to the extent such covenant, representation or warranty is not true and correct in all material respects as of such Closing Date or Interim Transfer Date (except for any such representations or warranties that are made by their terms as of a specified date, which shall have failed to be true and correct in all material respects as of the specified date, or covenants, representations or warranties that already contain a materiality qualifier which shall have failed to be true and correct in all respects)Date.