Common use of No Misrepresentation or Breach of Covenants and Warranties Clause in Contracts

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. The (a) There shall have been no breach by Buyer in the performance of any of its covenants and agreements contained herein; and (b) each of the representations and warranties of the Company and the Sellers made Buyer contained in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: on the date of this Agreement and the Closing Date as though made on the Closing Date (a) except to the extent that they expressly speak as of the a specific date hereof; and (b) on and as of or time other than the Closing Date, in which case they need only have been true and correct as though made on of such datespecified date or time), except (for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent; provided, that, in the case of both each of clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to , except where the extent any breaches failure of such representations and warranties would not to be true and correct (without giving effect to any limitation as to “materiality” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate aggregate, has not had and could not reasonably be reasonably likely expected to have a Buyer Material Adverse Effect. The Company and the Sellers In addition, Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement delivered to be performed or complied with by the Company on or before Parent a certificate, dated as of the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Buyer and certifying as to the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all satisfaction of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed conditions specified in blank clauses (a) and bearing or accompanied by all requisite stock transfer stamps(b) above.

No Misrepresentation or Breach of Covenants and Warranties. The (a) There shall have been no material breach by Buyer in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard Buyer contained or referred to any Material Adverse Effect or herein that is not qualified by materiality qualification) shall be true and correct in all respects: material respects on the Closing Date as though made on the Closing Date (a) except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date hereof; or time), and each of the representations and warranties of Buyer contained or referred to herein that is qualified as to materiality shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the ACME Entities or any transaction contemplated by this Agreement. (bc) on and Buyer shall have delivered to the ACME Entities a certificate dated as of the Closing DateDate and signed on behalf of each Buyer by its President or any Vice President, as though made on such date, except (certifying that the conditions described in the case of both clauses subsections (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to above have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stampsbeen satisfied.

No Misrepresentation or Breach of Covenants and Warranties. (a) The covenants and agreements of Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been performed in all material respects. (i) The representations and warranties of the Company and the Sellers made Seller contained in this Agreement (reading such representation and warranty without regard to any that are qualified by Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, Date as though made on such the Closing Date (except to the extent that they expressly relate to an earlier date, except ) and/or (in the case of both clauses (aii) and (b) above) (i) for those all other representations and warranties that are made as of a specific date (which Seller contained in this Agreement shall be true and correct (unless the failure of any such representations or warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect), on the Closing Date as though made on the Closing Date (except to the extent that they expressly relate to an earlier date), except in the case of such respective dateeach of clause (i) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to be performed in writing by Buyer or complied with any transaction permitted by the Company on or before the Closing Date, and the Company Section 7.4. (c) There shall have been delivered to Buyer a certificate dated the Closing Date and signed on behalf of Seller by an a duly authorized officer of Seller to the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all effect of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank paragraphs (a) and bearing or accompanied by all requisite stock transfer stamps(b) above.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of the Company and the Sellers Buyer made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: , both (ai) as of the date hereof; hereof and (bii) on and as of the Closing Date, as though made on such date, (x) except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of which refer to facts existing at a specific date (date, which shall be true and correct as of such respective specific date, (y) except as specifically contemplated by this Agreement and (iiz) except to the extent any breaches of such representations and warranties warranties, read without giving effect to the words "material," "materially," "material adverse effect" or words of similar import, would not individually or be reasonably likely in the aggregate be reasonably likely to have a Material Adverse Effectmaterial adverse effect on Buyer's ability to consummate the transactions contemplated hereby. The Company and the Sellers Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company Buyer on or before prior to the Closing Date, ; and the Company Buyer shall have delivered to Buyer Seller a certificate dated the Closing Date and signed by an authorized officer of the Company Buyer confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. The (a) There shall have been no breach by the Xxxxxx Entities in the performance of any of their covenants and agreements contained herein to be performed prior to the Closing that remains uncured as of the Closing except to the extent any such breach does not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the representations and warranties of the Company and the Sellers made Xxxxxx Entities contained in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: respects (awithout regard to any materiality limitation contained in any representation or warranty) on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all respects as of such specified date hereof; or time) except to the extent any failure of such representation or warranty to be true and correct does not, individually or in the aggregate, have a Material Adverse Effect. (bc) on and The Xxxxxx Entities shall have delivered to Buyer certificates, dated as of the Closing DateDate and signed on behalf of the Xxxxxx Entities by their President or any Vice President, as though made on such date, except (certifying that the conditions described in the case of both clauses subsections (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to above have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stampsbeen satisfied.

No Misrepresentation or Breach of Covenants and Warranties. The (a) Each of the representations and warranties of the Company Optionee contained in Sections 5.1, 5.2, 5.5 and the Sellers made in this Agreement (reading such representation and warranty without regard 5.6 that is not qualified as to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) material respects on the Closing Date as though made on the Closing Date and each of the representations and warranties of the Optionee contained Sections 5.1, 5.2, 5.5 and 5.6 that is qualified as to materiality shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date hereof; or time, and except for changes therein (i) specifically permitted by this Agreement or the Optionee LMA or (ii) resulting directly from any transaction specifically consented to in writing by the Seller. (b) on and The Optionee shall have delivered to the Seller a certificate in the form attached hereto as Exhibit 8.1(b), dated as of the Closing Date, as though made signed on such datebehalf of the Optionee by its President or Chief Financial Officer, except (certifying that the condition described in the case of both clauses subsection (a) and above has been satisfied (bthe "Optionee Closing Certificate"). The condition set forth in Section 8.1(a) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) deemed to have been satisfied if, at the Closing, the Optionee delivers the Optionee Closing Certificate to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. The (a) Each of the representations and warranties of the Company and the Sellers made Seller contained in this Agreement (reading such representation other than Section 3.4 and warranty without regard to disregarding for purposes of this Section 7.1(a) any qualifications based on “material”, “Material Adverse Effect Effect” or materiality qualificationsimilar words of import contained in such representations or warranties) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, Date as though made on such the Closing Date (except to the extent that they expressly relate to an earlier date, except (in the which case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which they shall be true and correct as of such respective earlier date), except (i) and for changes therein specifically permitted by this Agreement, (ii) resulting from any action or inaction expressly consented to in writing by the extent Buyer or any breaches of such representations transaction permitted by Section 5.3, or (iii) where the failure to be so true and warranties correct does not and would not reasonably be expected to have, individually or in the aggregate be reasonably likely to have together with all other such failures, a Material Adverse Effect. The representations and warranties contained in Section 3.4 shall be true and correct in all respects (except for such inaccuracies as are de minimis in the aggregate) as if made on the Closing Date. (b) Each member of the Company and the Sellers Group shall have performed or complied all covenants and agreements required to be performed by it under this Agreement in all material respects with all obligations and covenants required by at or prior to the Closing Date. (c) There shall have been delivered to the Buyer a certificate to the effect of each of the foregoing matters set out in this Agreement to be performed or complied with by the Company on or before Section 7.1, dated the Closing Date, and signed on behalf of the Company shall have delivered to Buyer Seller by a certificate dated the Closing Date and signed by an duly authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. The There shall not have been any material breach by Seller in the performance of any of its covenants and agreements herein which shall not have been remedied or cured; each of the representations and warranties of the Company and the Sellers made Seller contained in this Agreement (reading such representation and warranty without regard to taking into account any Material Adverse Effect or materiality qualificationqualifiers) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, Date as though made on such the Closing Date (except to the extent that they expressly relate to an earlier date), except (for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in the case writing by Buyer or any transaction permitted by this Agreement and other than breaches of both clauses (a) and (b) above) (i) for those representations and warranties which, individually or in the aggregate, would not have a Material Adverse Effect (provided that are made as of a specific date (which notwithstanding the foregoing the representations and warranties contained in Section 5.3(b) shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, ); and the Company there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Seller by an a duly authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. The (i) There shall be no continuing material failure by Seller to perform or comply with any of its covenants and agreements herein that by their terms are to be performed or complied with at or prior to the Closing; (ii) each of the representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard Seller contained or referred to any Material Adverse Effect or materiality qualification) herein shall be true and correct in all respects: (a) as of respects on the date hereof; hereof and (b) on and the Closing Date as of though made on the Closing Date, as though made on such date, except (in x) to the case of both clauses (a) and (b) above) (i) for those extent such representations and warranties that are made as of a specific date (expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such respective earlier date, (y) for changes therein specifically resulting from any transaction expressly consented to in writing by Purchaser, (z) for failures of representations and warranties (iiother than those contained in Sections 5.1(a), 5.2 and 5.3(a)), read for purposes of this clause (z) to the extent exclude any breaches of materiality, Material Adverse Effect or similar qualification contained in such representations and warranties would not warranties, to be true and correct on the date hereof and on the Closing Date as though made on the Closing Date as to matters that, individually or in the aggregate be reasonably likely to aggregate, would not have a Material Adverse Effect. The Company ; and the Sellers (iii) there shall have performed or complied in all material respects with all obligations been delivered to Purchaser a certificate to the effect of clauses (i) and covenants required by this Agreement to be performed or complied with by the Company on or before (ii), dated the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed on behalf of Seller by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of the Company and the Sellers Buyer made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: , both (ai) as of the date hereof; hereof and (bii) on and as of the Closing Date, as though made on such date, (x) except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of which refer to facts existing at a specific date (date, which shall be true and correct as of such respective specific date, (y) except as specifically contemplated by this Agreement and (iiz) except to the extent any breaches of such representations and warranties warranties, read without giving effect to the words “material,” “materially,” “material adverse effect” or words of similar import, would not individually or be reasonably likely in the aggregate be reasonably likely to have a Material Adverse Effectmaterial adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. The Company and the Sellers Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company Buyer on or before prior to the Closing Date, ; and the Company Buyer shall have delivered to Buyer Seller a certificate dated the Closing Date and signed by an authorized officer of the Company Buyer confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. The (a) There shall have been no breach by the Equity Entities in the performance of any of their covenants and agreements contained herein to be performed prior to the Closing that remains uncured as of the Closing except to the extent any such breach does not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the representations and warranties of the Company and the Sellers made Equity Entities contained in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: respects (awithout regard to any materiality limitation contained in any representation or warranty) on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all respects as of such specified date hereof; or time) except to the extent any failure of such representation or warranty to be true and correct does not, individually or in the aggregate, have a Material Adverse Effect. (bc) on and The Equity Entities shall have delivered to Buyer certificates, dated as of the Closing DateDate and signed on behalf of the Equity Entities by their President or any Vice President, as though made on such date, except (certifying that the conditions described in the case of both clauses subsections (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to above have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stampsbeen satisfied.

No Misrepresentation or Breach of Covenants and Warranties. The There shall have been no material breach by the Sellers in the performance of any of their covenants and agreements herein which shall not have been remedied or cured; each of the representations and warranties of the Company and the Sellers made contained in this Agreement (reading such representation and warranty without regard which is not qualified as to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) material respects on and as of the Closing Date, Date as though made on such date, except (in the case of both clauses (a) Closing Date and (b) above) (i) for those the representations and warranties that of the Sellers contained in this Agreement which are made qualified as of a specific date (which to materiality shall be true and correct on the Closing Date as of such respective date) and though made on the Closing Date (ii) except, in each case, to the extent any breaches of such that the representations and warranties would not individually or expressly relate to an earlier date), except, in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required each case, for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to be performed in writing by Buyer or complied with any transaction permitted by the Company on or before the Closing Date, Section 7.4; and the Company there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of FDC by an a duly authorized officer of the Company confirming the foregoingFDC. Each Seller There shall have delivered to Buyer certificates representing all of been no event or events which, individually or in the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stampsaggregate, have caused a Material Adverse Effect.

No Misrepresentation or Breach of Covenants and Warranties. The (i) There shall be no continuing material failure by Purchaser to perform or comply with any of its covenants and agreements herein that by their terms are to be performed or complied with at or prior to the Closing; (ii) each of the representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard Purchaser contained or referred to any Material Adverse Effect or materiality qualification) herein shall be true and correct in all respects: (a) as of respects on the date hereof; hereof and (b) on and the Closing Date as of though made on the Closing Date, as though made on such date, except (in y) to the case of both clauses (a) and (b) above) (i) for those extent such representations and warranties that are made as of a specific date (expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such respective earlier date, (z) for failures of representations and warranties (iiother than those contained in Sections 6.1(a), 6.2 and 6.3(a)), read for purposes of this clause (y) to the extent exclude any breaches of materiality, Purchaser Material Adverse Effect or similar qualification contained in such representations and warranties would not warranties, to be true and correct on the date hereof and on the Closing Date as though made on the Closing Date as to matters that, individually or in the aggregate be reasonably likely to aggregate, would not have a Purchaser Material Adverse Effect. The Company ; and the Sellers (iii) there shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have been delivered to Buyer Seller a certificate to such effect, dated the Closing Date and signed on behalf of Purchaser by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stampsPurchaser.

No Misrepresentation or Breach of Covenants and Warranties. The There shall have been no material breach by Seller, CNS or DCS in the performance of any of its respective covenants and agreements contained herein and each of the representations and warranties of the Company Seller, CNS and the Sellers made DCS contained or referred to in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: material respects (a) except for in any case where any such representation, warranty, covenant or agreement is qualified as of the date hereof; and (bto materiality, disregarding any materiality qualifications contained therein) on and as of the Closing Date, Date as though made on such date, the Closing Date (except (in to the case of both clauses (a) and (b) above) (i) for those representations and warranties extent that are made they expressly speak as of a specific date (or time other than the Closing Date, in which shall be case they need only have been true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required as of such specified date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to be performed in writing by Buyer or complied with any transaction contemplated by the Company on or before the Closing Date, this Agreement; and the Company there shall have been delivered to Buyer a certificate certificates to such effect, dated as of the Closing Date and signed on behalf of Seller by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing their respective Presidents or accompanied by all requisite stock transfer stampsVice Presidents.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of the Company and the Sellers Buyer made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualificationqualifications contained therein) other than the Buyer Fundamental Representations shall be true and correct in all respects: respects (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except (in the each case of both clauses (a) and (b) above) )), (i) for those representations and warranties that are made as of which refer to facts existing at a specific date (which shall be true and correct only as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement; and the Sellers Buyer Fundamental Representations shall be true and correct in all material respects (x) as of the date hereof and (y) on and as of the Closing Date, as though made on such date, except (in each of clause (x) and (y)) for those representations and warranties which refer to facts existing at a specific date (which shall be true and correct in all material respects only as of such date). Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company Buyer on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. (i) The Selling Stockholders and their Affiliates shall have performed in all material respects their respective covenants and agreements required herein to be performed on or prior to the Closing Date; (ii) each of the representations and warranties of the Company Selling Stockholders contained in Sections 5.1, 5.2, 5.3, 5.4(a), and the Sellers made in 5.22 of this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) when made on and as of the Closing Date, as though made on such date, except (in the case of both clauses (a) Closing Date; and (biii) above) (i) for those the other representations and warranties that are made as of a specific date the Selling Stockholders contained in this Agreement (which disregarding all materiality and Material Adverse Effect qualifications) shall be true and correct on the Closing Date, as of such respective date) and though made on the Closing Date (ii) except to the extent that they expressly relate to an earlier date), except, in the case of clause (iii) for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Buyers or any transaction specifically permitted by this Agreement and (B) breaches of such representations and warranties which would not not, individually or in the aggregate aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect. The Company ; and the Sellers there shall have performed or complied in all material respects with all obligations and covenants required by this Agreement been delivered to be performed or complied with by the Company on or before Buyers a certificate to such effect, dated the Closing Date, and signed on behalf of the Company shall have delivered to Buyer Companies by a certificate dated the Closing Date and signed by an duly authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all each of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stampsCompanies.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of the Company and the Sellers made in this Agreement and the Seller Transaction Documents shall be true and correct: (reading i) in all material respects (other than such representation representations and warranty without regard to any warranties which are qualified by materiality, Material Adverse Effect or materiality qualification) material adverse effect which shall be true and correct in all respects: (a) as of the date hereof; and (bii) on and as of the Initial Closing Date, as though made on such date, (A) except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of which refer to facts existing at a specific date (which shall be true and correct as of such respective date) , and (iiB) except to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse EffectEffect or a material adverse effect on the transactions contemplated hereby. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company Sellers on or before the Initial Closing Date, ; there shall not have been any Material Adverse Effect from the date hereof to the Initial Closing Date; and the Company Sellers shall have delivered to Buyer a certificate dated the Initial Closing Date and signed by an authorized officer representative of each Seller confirming each of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. The (A) There shall not have been any material breach by Buyer in the performance of any of its covenants and agreements herein which shall not have been remedied or cured; (B) each of the representations and warranties of the Company and the Sellers made Buyer contained in this Agreement (reading such representation and warranty without regard disregarding any qualification as to any Material Adverse Effect or materiality qualificationmateriality) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, Date as though made on such the Closing Date (except to the extent that they expressly relate to an earlier date, except (in the which case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which they shall be true and correct as of such respective date), except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon or any transaction expressly contemplated by this Agreement and (ii) to the extent any breaches of such representations and warranties (interpreted without giving effect to references to materiality) which would not not, individually or in the aggregate aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect. The Company material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; and the Sellers there shall have performed or complied in all material respects with all obligations and covenants required by this Agreement been delivered to be performed or complied with by the Company on or before Aon a certificate to such effect, dated the Closing Date, and the Company shall have delivered to signed on behalf of Buyer by a certificate dated the Closing Date and signed by an duly authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stampsBuyer.

No Misrepresentation or Breach of Covenants and Warranties. (a) Buyer shall have complied with and performed in all materials respects all of the covenants, agreements and obligations required to be complied with or performed by them under this Agreement prior to or at the Closing. (b) The representations and warranties of the Company and the Sellers made Buyer contained in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: respects (awithout giving effect to any limitation as to materiality or Material Adverse Effect set forth therein) as of the date hereof; and (b) on of this Agreement and as of the Closing Date, Date as though made on such the Closing Date (except to the extent that they expressly relate to an earlier date, except which representations and warranties shall have been true and correct on such earlier date), unless the failure or failures of all such representations and warranties to be true and correct in all respects would not have a Material Adverse Effect on Buyer and its subsidiaries; provided that the representations and warranties of Buyer set forth in Section 7.2(a) shall be true and correct. (c) There shall have been delivered to the Selling Shareholders a certificate to the effect that the conditions specified in the case of both clauses paragraphs (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to above have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before been satisfied, dated the Closing Date, and the Company shall have delivered to signed on behalf of Buyer by a certificate dated the Closing Date and signed by an duly authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stampsBuyer.

No Misrepresentation or Breach of Covenants and Warranties. The (i) Each of the representations and warranties of the Company and the Sellers made Seller contained in this Agreement relating to the Companies and the Business (reading such representation other than Section 3.4 and warranty without regard to disregarding for purposes of this Section 7.1(a) any qualifications based on “material”, “Material Adverse Effect Effect” or materiality qualificationsimilar words of import contained in such representations or warranties) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, Date as though made on such the Closing Date (except to the extent that they expressly relate to an earlier date, except (in the which case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which they shall be true and correct as of such respective earlier date), except (1) for changes therein specifically permitted by this Agreement, (2) resulting from any action or inaction expressly consented to in writing by the Buyer or any transaction permitted by Section 5.3, or (3) where the failure to be so true and correct does not and would not reasonably be expected to have, individually or together with all other such failures, a Material Adverse Effect and (ii) to the extent any breaches of such representations and warranties would not individually or contained in Section 3.4 shall be true and correct in all respects (except for such inaccuracies as are de minimis in the aggregate be reasonably likely aggregate) as if made on the Closing Date; provided, however, for the purposes of this Section 7.1, unless otherwise explicitly stated, references in any representations or warranties to have “Transaction” shall mean a Material Adverse Effect. The Rocketdyne Transaction. (b) Each member of the Company and the Sellers Group shall have performed all covenants and agreements required to be performed by it at or complied prior to the Closing Date under this Agreement in all material respects with all obligations and covenants required by respects. (c) There shall have been delivered to the Buyer a certificate to the effect of each of the foregoing matters set out in this Agreement to be performed or complied with by the Company on or before Section 7.1, dated the Closing Date, and signed on behalf of the Company shall have delivered to Buyer Seller by a certificate dated the Closing Date and signed by an duly authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. (a) The covenants and agreements herein to be complied with by Seller at or before the Closing shall have been complied with in all material respects, other than breaches which have been remedied or cured and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Seller by a duly authorized officer of Seller; and (b) Each of the representations and warranties of the Company and the Sellers made Seller contained in this Agreement (reading such representation and warranty without regard giving effect to any qualifications referring to “Material Adverse Effect Effect”, “material” or materiality qualification“materiality”) shall be true and correct in all respects: (a) as of the date hereof; Closing, with the same force and (b) on and effect as if made as of the Closing DateClosing, as though made on other than such date, except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (another date, which shall be true and correct as of such respective date) and (ii) to the extent any breaches , except where all failures of such representations and warranties would not to be true and correct, individually or in the aggregate aggregate, would not reasonably be reasonably likely expected to have a Material Adverse Effect. The Company ; and the Sellers there shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have been delivered to Buyer a certificate to such effect, dated the Closing Date and Date, signed on behalf of Seller by an a duly authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. The There shall not have been any material breach by Buyer in the performance of any of its covenants and agreements herein which shall not have been remedied or cured (other than those required to be performed after the Closing Date); the representations and warranties of the Company and the Sellers made Buyer contained in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, Date as though made on such the Closing Date (except to the extent that they expressly relate to an earlier date, except (in the which case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which they shall be true and correct as of such respective date), except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon or any transaction contemplated by this Agreement and (ii) to the extent any breaches of such representations and warranties would not (without giving effect to the words “materially” or “material” contained therein), which, individually or in the aggregate aggregate, would not reasonably be reasonably likely expected to have a Material Adverse Effect. The Company material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; and the Sellers there shall have performed or complied in all material respects with all obligations and covenants required by this Agreement been delivered to be performed or complied with by the Company on or before Aon a certificate to such effect, dated the Closing Date, and the Company shall have delivered to signed on behalf of Buyer by a certificate dated the Closing Date and signed by an duly authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stampsBuyer.