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.
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Samples: Merger Agreement (TMP Worldwide Inc), Merger Agreement (TMP Worldwide Inc)
No Breach of Covenants; True and Correct Representations and Warranties. There shall have been no material breach by TMP the Company or any Shareholder in the performance of any of the their respective covenants herein or in the Selling Shareholders' Agreement to be performed by it in whole or in part prior to the Closing, and the representations and warranties of TMP the Company and the Shareholders contained in this Agreement and the Selling Shareholders' 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 TMP and the Shareholders Sub shall receive at the Closing a certificate dated as of the Closing and validly executed on behalf of TMPthe Company and each Shareholder certifying, certifying in such detail as the Company TMP 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 the Company and the Shareholders contained in this Agreement and the Selling Shareholders' Agreement, specifying in detail the extent of any breaches thereof.
Appears in 1 contract
Samples: Merger Agreement (TMP Worldwide Inc)
No Breach of Covenants; True and Correct Representations and Warranties. There shall have been no material breach by TMP MNST or the Company in the performance of any of the their respective covenants herein to be performed by it any or all of them in whole or in part prior to the Closing, and the representations and warranties of TMP MNST and the Company contained in this Agreement Agreement, if specifically qualified by materiality, shall be true and correct as of the Closing and, if not so qualified, 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 or true and correct in all material respects respects, as applicable, as of such specified date. The Company on behalf of itself and the Shareholders Buyer shall receive at the Closing a certificate dated as of the Closing and validly executed on behalf of TMP, certifying in such detail as MNST and the Company may reasonably require, in the form attached hereto as to Exhibit A certifying the fulfillment of the foregoing conditions, and restating and reconfirming as of the Closing all of the covenants, representations and warranties of TMP MNST and the Company contained in this Agreement, specifying in detail the extent of any breaches thereof.
Appears in 1 contract