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

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

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

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

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

Performance of Obligations; Representations and Warranties. Each of Parent, Sub Parent and Trust Buyer shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at by them on or prior to the Effective Time, each of the representations and warranties of Parent, Sub Parent and Trust Buyer contained in this Agreement that is qualified as to by materiality shall be true and correct at on and as of the Effective Time as if made at on and as of such time date (other than representations and warranties which address matters only as of a certain date, date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects at 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 date that 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, and the Company Seller shall have received certificates a certificate signed on behalf of each of Parent, Sub and Trust Parent by its Chief Executive Officer and its Chief Financial Officer an officer to such effect.

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

Performance of Obligations; Representations and Warranties. Each of Parent, Parent and Merger Sub and Trust shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Effective Time, each of the representations and warranties of Parent, Parent and Merger Sub and Trust contained in this Agreement that is qualified as to materiality shall be true and correct at and as of the Effective Time as if made at and as of such time (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects at 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, and the Company shall have received certificates signed on behalf of each Parent by an executive officer of Parent, Sub and Trust by its Chief Executive Officer and its Chief Financial Officer Parent to such effect.

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

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

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

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

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

Performance of Obligations; Representations and Warranties. Each of Parent, Parent and Sub and Trust shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at on or prior to the Effective Time, each of the representations and warranties of Parent, Parent and Sub and Trust contained in this Agreement that is qualified as to by materiality shall be true and correct at on and as of the Effective Time as if made at on and as of such time date (other than representations and warranties which address matters only as of a certain date, date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects at 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, 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, and the Company shall have received certificates signed on behalf of each of Parent, Sub and Trust by its Chief Executive Officer and its Chief Financial Officer to such effect.A-31

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

Performance of Obligations; Representations and Warranties. Each of Parent, Parent and Sub and Trust -43- shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at on or prior to the Effective Time, each of the representations and warranties of Parent, Parent and Sub and Trust contained in this Agreement that is qualified as to by materiality shall be true and correct at on and as of the Effective Time as if made at on and as of such time date (other than representations and warranties which address matters only as of a certain date, date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects at 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, 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, and the Company shall have received certificates a certificate signed on behalf of each of Parent, Parent and Sub and Trust by its Chief Executive Officer and its Chief Financial Officer to such effect.

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

Performance of Obligations; Representations and Warranties. Each of Parent, Sub and Trust The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Effective Time, each of the representations and warranties of Parent, Sub and Trust the Company contained in this Agreement that is qualified as to materiality shall be true and correct at and as of the Effective Time as if made at and as of such time (other than representations and warranties which address matters only as of a certain date, which 33 38 shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects at 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, and the Company Parent Companies shall have received certificates a certificate signed on behalf of each of Parent, Sub and Trust the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.

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