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. There shall have been no material breach by Buyer in the performance of any of the covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of Buyer contained in this Agreement, if specifically qualified by materiality, shall be true and correct in all respects as of the date hereof and as of the Closing Date and, if not so qualified, shall be true and correct in all material respects as of the date hereof and as of the Closing Date, except for representations or warranties that are made by their terms as of a date specified by month, day and year, which shall be true and correct or true and correct in all material respects, as applicable, as of such specified date. Seller shall receive at the Closing a certificate dated as of the Closing and executed on behalf of Buyer, certifying in such detail as Seller may reasonably require, the fulfillment of the foregoing conditions, and restating and reconfirming as of the Closing all of the covenants, representations and warranties of Buyer contained in this Agreement, specifying in detail the extent of any breaches thereof.
No Breach of Covenants; True and Correct Representations and Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and correct as of the Closing.
No Breach of Covenants; True and Correct Representations and Warranties. There shall have been no breach by Purchaser in the performance of any of the obligations herein to be performed thereby in whole or in part prior to the Closing under this Agreement, the representations and warranties of Purchaser contained in this Agreement other than in Sections 7.1 and 7.3 shall be true and correct in all material respects as of the Closing (except for 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 the representations and warranties of Purchaser contained in Sections 7.1 and 7.3 shall be true and correct in all respects as of the Closing.
No Breach of Covenants; True and Correct Representations and Warranties. There shall have been no material breach by TMP in the performance of any of the covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of TMP contained in this Agreement shall be true and correct in all material respects as of the Closing, except for representations or warranties that are made by their terms as of a date specified by month, day and year (it being understood that representations and warranties made "as of the date hereof" are not as of a date specified by month, day and year), which shall be true and correct in all material respects as of such specified date. The Company on behalf of itself and the Shareholders shall receive at the Closing a certificate dated as of the Closing and executed on behalf of TMP, certifying in such detail as the Company may reasonably require, as to the fulfillment of the foregoing conditions, and restating and reconfirming as of the Closing all of the covenants, representations and warranties of TMP contained in this Agreement, specifying in detail the extent of any breaches thereof.
No Breach of Covenants; True and Correct Representations and Warranties. There shall have been no material breach by the Company in the performance of any of the obligations herein to be performed thereby in whole or in part prior to the Closing under this Agreement and the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing (except for 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 the Company shall deliver to Parent a certificate of a duly appointed officer of the Company stating the foregoing is true and correct.
No Breach of Covenants; True and Correct Representations and Warranties. There shall have been no breach by Parent or Merger Sub in the performance of any of the obligations herein to be performed thereby in whole or in part prior to the Closing under this Agreement and the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct in all material respects as of the date hereof and the Closing (except for 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 Parent shall deliver to the Company a certificate of a duly appointed officer of Parent and Merger Sub stating the foregoing is true and correct.
No Breach of Covenants; True and Correct Representations and Warranties. There shall have been no material breach by the Seller, either Company or any Subsidiary thereof in the performance of any of the obligations herein or in the Interim Agreements to be performed thereby in whole or in part prior to the Closing. The Purchaser shall not have discovered any inaccuracy in the representations and warranties of the Seller contained in this Agreement that would reasonably be expected to have a material adverse effect on the Companies or their Subsidiaries.
No Breach of Covenants; True and Correct Representations and Warranties. There shall have been no breach by Purchaser in the performance of any of the obligations herein to be performed thereby in whole or in part prior to the Closing under this Agreement, including, but not limited to, the payment of money, and the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects as of the Closing, except for representations or warranties that are made by their terms as of a specified date, which shall be true and correct in all respects as of the specified date.
No Breach of Covenants; True and Correct Representations and Warranties. (a) There shall have been no material breach by Seller or any Principal (or any Non-Compete Party), as applicable, in the performance of any of their respective covenants in this Agreement or any other Transaction Document to be performed by them in whole or in part prior to the Closing, and each of the representations and warranties of Seller or any Principal, as applicable, contained in this Agreement or any other Transaction Document shall have been true and correct in all material respects as of the date of this Agreement or such other Transaction Document and shall be true and correct in all material respects as of the Closing, except, in each case, for 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. Silvercrest shall receive at the Closing a certificate, dated as of the Closing Date, executed by an authorized executive officer of Seller and a Principal Representative certifying, in such detail as Silvercrest may reasonably require, the fulfillment of the foregoing conditions and the conditions set forth in Sections 7.2(b)-(d), 7.4.3, 7.4.4 and 7.4.6.
