Common use of Performance of Obligations; Representations and Warranties Clause in Contracts

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company shall have received certificates signed on behalf of each of Buyer and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company Buyer shall have received certificates a certificate signed on behalf of each of Buyer and Sub the Company by one of its officers Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer ---------------------------------------------------------- Parent and Sub shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer Parent and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which that address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which that address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The , in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates a certificate signed on behalf of each of Buyer Parent and Sub by one of its officers Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each ---------------------------------------------------------- of Buyer Parent and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer Parent and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The , in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Buyer Parent and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement. The Company Parent shall have received certificates a certificate signed on behalf of each of Buyer and Sub the Company by one of its officers Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer Parent, Merger Sub and Sub Gilat shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer Parent, Merger Sub and Sub Gilat contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The , and the Company shall have received certificates signed on behalf of each of Buyer Parent, Merger Sub and Sub Gilat by one of its officers Chief Executive Officer and Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company shall have received certificates signed on behalf of each of Buyer and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company , in each case except as contemplated or permitted by this Agreement, and Parent shall have received certificates a certificate signed on behalf of each of Buyer the Company by its Chief Executive Officer and Sub by one of its officers Chief Financial Officer to such effect.. 35 42 (b) Tax Opinion. Parent shall have received an opinion of Wyatx, Xxrrxxx & Xombx, xx form and substance reasonably satisfactory to Parent, dated the Effective Time, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, for federal income tax purposes:

Performance of Obligations; Representations and Warranties. (i) Each of Buyer ---------------------------------------------------------- Parent and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer Parent and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The , in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Buyer Parent and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub the Parties hereto other than Tekelec or Acquisition Subsidiary shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) Closing Date; each of the representations and warranties of Buyer and Sub each of such other Parties hereto contained in this Agreement that is qualified by materiality shall have been true and correct when mademateriality, and Company Material Adverse Change or Company Material Adverse Effect shall be true and correct on and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company , in each case except as contemplated or permitted by this Agreement, and Tekelec shall have received certificates certificates, dated the Closing Date, from each of such other Parties hereto, signed on behalf of each such other Party, by a duly authorized officer of Buyer and Sub by one of its officers such other Party, to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer Parent and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer Parent and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The , in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Buyer and Sub by one of its officers to such effect.A-31

Performance of Obligations; Representations and Warranties. (i) Each of Buyer Parent and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer Parent and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The , in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Buyer Parent and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer Parent, Merger Sub and Sub Kratos shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer Parent, Merger Sub and Sub Kratos contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The , in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Buyer Parent, Merger Sub and Sub Kratos by one of its officers Chief Executive Officer and Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub Parent shall have performed and complied in all material respects each of its agreements obligations and covenants contained in this Agreement Agreement, the Transaction Documents and the Related Agreements to which it is a party required to be performed on at or prior to the Effective Time, Closing; (ii) each of the representations and warranties of Buyer and Sub Parent contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the date hereof and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The , in each case except as contemplated or permitted by this Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties in this Section 5.2(a), materiality qualifications contained in such representations and warranties shall be disregarded); and (iii) the Company shall have received certificates signed on behalf a certificate, dated the Closing Date, from a duly authorized officer of each of Buyer and Sub by one of its officers Parent to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective TimeClosing, (ii) each of the representations and warranties of Buyer and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on at and as of the Effective Time Closing as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on at and as of the Effective Time Closing as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company Buyer shall have received certificates a certificate signed on behalf of each of Buyer and Sub the Company by one of its officers Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub The Company shall have performed and complied in all material respects each of its agreements obligations and covenants contained in this Agreement Agreement, the Transaction Documents and the Related Agreements to which they are parties required to be performed on at or prior to the Effective Time, Closing; (ii) each of the representations and warranties of Buyer and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the date hereof and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company , in each case except as contemplated or permitted by this Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties in this Section 5.3(a), all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); and (iii) Parent shall have received certificates signed on behalf a certificate, dated the Closing Date, from a duly authorized officer of each of Buyer and Sub by one of its officers the Company to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub the Parties hereto other than Parent or Acquisition Subsidiary shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) Closing Date; each of the representations and warranties of Buyer and Sub each of such other Parties hereto contained in this Agreement that is qualified by materiality shall have been true and correct when mademateriality, and Company Material Adverse Change or Company Material Adverse Effect shall be true and correct on and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company , in each case, except as contemplated or permitted by this Agreement, and Parent shall have received certificates signed on behalf of each of Buyer and Sub by one of its officers to such effect.certificates, dated the Closing

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective TimeClosing, (ii) each of the representations and warranties of Buyer and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on at and as of the Effective Time Closing as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on at and as of the Effective Time Closing as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company shall have received certificates signed on behalf of each of Buyer and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Buyer and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company Buyer shall have received certificates a certificate signed on behalf of each of Buyer and Sub the Company by one of its officers Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each . Each of the representations and warranties of Buyer and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on 36 and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement. The Company Parent shall have received certificates a certificate signed on behalf of each of Buyer and Sub the Company by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Buyer and Sub the Parties hereto other than Parent or Acquisition Subsidiary shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) Closing Date; each of the representations and warranties of Buyer and Sub each of such other Parties hereto contained in this Agreement that is qualified by materiality shall have been true and correct when mademateriality, and Company Material Adverse Change or Company Material Adverse Effect shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date). The Company , and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as a certain date which shall be true and correct in all material respects as such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received certificates certificates, dated the Closing Date, from each of such other Parties hereto, signed on behalf of each such other Party, by a duly authorized officer of Buyer and Sub by one of its officers such other Party, to such effect.