Common use of True and Correct Representations and Warranties Clause in Contracts

True and Correct Representations and Warranties. There shall have been no material breach by the Company or the Shareholders in the performance of any of their respective covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of the Company and the Shareholders 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. TMP shall receive at the Closing a certificate dated and validly executed on behalf of the Company and the Shareholders certifying, in such detail as TMP 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 the Company and the Shareholders contained in this Agreement, specifying in detail the extent of any breaches thereof.

True and Correct Representations and Warranties. There shall have been no material breach by the Company or the Shareholders any Shareholder in the performance of any of 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 the Company and the Shareholders 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. TMP Buyer shall receive at the Closing a certificate dated and validly executed on behalf of the Company and the Shareholders certifying, in such detail as TMP Buyer 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 the Company and the Shareholders contained in this Agreement, specifying in detail the extent of any breaches thereof.

True and Correct Representations and Warranties. There shall have been no material breach by the Company or the Shareholders Buyer in the performance of any of their respective the covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of the Company and the Shareholders Buyer 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. TMP The Company and the Shareholders shall receive at the Closing a certificate dated as of the Closing and validly executed on behalf of Buyer, certifying in such detail as the Company and the Shareholders certifying, in such detail as TMP 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 the Company and the Shareholders Buyer contained in this Agreement, specifying in detail the extent of any breaches thereof.

True and Correct Representations and Warranties. There shall have been no material breach by the Company or the Shareholders any Stockholder in the performance of any of their respective covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of the Company and the Shareholders Stockholders 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. TMP and Sub shall receive at the Closing a certificate dated and validly executed on behalf of the Company and the Shareholders each Stockholder certifying, in such detail as TMP 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 the Company and the Shareholders Stockholders contained in this Agreement, specifying in detail the extent of any breaches thereof.

True and Correct Representations and Warranties. There shall have been no material breach by the Company or the Shareholders Owners in the performance of any of 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 the Company and the Shareholders Owners 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 or year), which shall be true and correct or true and correct in all material respects respects, as applicable, as of such specified date. TMP Buyer shall receive at the Closing a certificate dated and validly executed on behalf of the Company and the Shareholders Owners certifying, in such detail as TMP Buyer 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 the Company and the Shareholders Owners contained in this Agreement, specifying in detail the extent of any breaches thereof.

True and Correct Representations and Warranties. There shall have been no material breach by the Company or the Shareholders TMP in the performance of any of their respective the covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of the Company and the Shareholders 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. TMP The Company on behalf of itself and the Shareholders shall receive at the Closing a certificate dated as of the Closing and validly executed on behalf of the Company and the Shareholders certifyingTMP, certifying in such detail as TMP 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 the Company and the Shareholders TMP contained in this Agreement, specifying in detail the extent of any breaches thereof.

True and Correct Representations and Warranties. There shall have been no material breach by the Company or the Shareholders Buyer in the performance of any of their respective the covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of the Company and the Shareholders Buyer 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. TMP The Company and the Owners shall receive at the Closing a certificate dated as of the Closing and validly executed on behalf of Buyer, certifying in such detail as the Company and the Shareholders certifying, in such detail as TMP Owners 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 the Company and the Shareholders Buyer contained in this Agreement, specifying in detail the extent of any breaches thereof.

True and Correct Representations and Warranties. There shall have been no material breach by the Company or the Shareholders Buyer in the performance of any of their respective the covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of the Company and the Shareholders Buyer 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. TMP The Company, the Trust and the Beneficiaries shall receive at the Closing a certificate dated as of the Closing and validly executed on behalf of the Company and the Shareholders certifyingBuyer, certifying in such detail as TMP the Company, the Trust and the Beneficiaries 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 the Company and the Shareholders Buyer contained in this Agreement, specifying in detail the extent of any breaches thereof.