Common use of REPRESENTATIONS AND WARRANTIES TRUE; COVENANTS AND OBLIGATIONS PERFORMED Clause in Contracts

REPRESENTATIONS AND WARRANTIES TRUE; COVENANTS AND OBLIGATIONS PERFORMED. (a) Each of the representations and warranties of SELLERS shall have been true and complete when made and shall be true and complete in all material respects as of the Closing Date (except for individual representations and warranties with materiality qualifiers, which shall be true and correct in all respects), with the same force and effect as though such representations and warranties had been made at the Closing Date. (b) SELLERS shall have performed and complied in all material respects with all covenants, agreements and obligations required to be performed or complied with under this Agreement prior to or at the Closing Date (considered collectively), and shall have performed and complied in all material respects with each of these covenants, agreements and obligations (considered individually). (c) Each of the following documents must have been delivered to TOG at or prior to the Closing: (i) all documents set forth in Section 2.4(a) of this Agreement; (ii) an opinion of Avv. Xxxxxxxxxx Xxxxxxxxx, dated the Closing Date, in the form mutually agreed upon with TOG; and (iii) such certificates and other documents as TOG may reasonably request pursuant to the Due Diligence activities carried out by TOG for the purpose of (x) evidencing the satisfaction of any condition referred to in this Article VII, or (y) otherwise facilitating the consummation and performance of any of the transactions contemplated under this Agreement. (d) The closing of the IPO and receipt by TOG of the proceeds for the IPO shares of TOG Stock from the underwriters, regardless as to whether such proceeds shall be sufficient for the payment of the Closing Purchase Price.

REPRESENTATIONS AND WARRANTIES TRUE; COVENANTS AND OBLIGATIONS PERFORMED. (a) Each of the representations and warranties of SELLERS TOG shall have been true and complete when made and shall be true and complete in all material respects as of the Closing Date (except for individual representations and warranties with materiality qualifiers, which shall be true and correct in all respects), with the same force and effect as though such representations and warranties had been made at the Closing Date. (b) SELLERS TOG shall have performed and complied in all material respects with all covenants, agreements and obligations required to be performed or complied with under this Agreement prior to or at the Closing Date (considered collectively), and shall have performed and complied in all material respects with each of these covenants, agreements and obligations (considered individually). (c) Each of the following documents must have been delivered to TOG SELLERS at or prior to the Closing: (i) all documents documents, shares and cash payments set forth in Section 2.4(a2.4(b) of this Agreement;; and (ii) an opinion of Avv. Xxxxxxxxxx XxxxxxxxxXxxx, Stettinius & Hollister, LLP, dated the Closing Date, in the form mutually agreed upon with TOGSELLERS; and (iii) such certificates and other documents as TOG SELLERS may reasonably request pursuant to the Due Diligence activities carried out by TOG for the purpose of (x) evidencing the satisfaction of any condition referred to in this Article VIIVIII, or (y) otherwise facilitating the consummation and performance of any of the transactions contemplated under this Agreement. (d) The closing of the IPO and receipt by TOG of the proceeds for the IPO shares of TOG Stock from the underwriters, regardless as to whether such proceeds shall be sufficient for the payment of the Closing Purchase PriceIPO.