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 TOG shall be true and complete in all material respects as of the Closing Date (except to the extent such representations and warranties speak as of a fixed, earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date and except for 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, without giving effect to any supplement to the TOG Disclosure Schedule. (b) 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 document required to be delivered and action required to be taken pursuant to Section 2.4(b) must have been delivered or taken.

REPRESENTATIONS AND WARRANTIES TRUE; COVENANTS AND OBLIGATIONS PERFORMED. (a) Each of the representations and warranties of TOG Sellers and the Acquired Companies shall be true and complete in all material respects as of the Closing Date (except to the extent such representations and warranties speak as of a fixed, earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date and 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, without giving effect to any supplement to the TOG Seller Disclosure Schedule. (b) TOG Sellers and the Acquired Companies 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 document required to be delivered and action required to be taken pursuant to Section 2.4(b2.4(a) must have been delivered or takendelivered.