Common use of REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS Clause in Contracts

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. (a) The representations and warranties of Parent set forth herein shall be true and correct both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or another similar qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby. Each of the obligations of Parent required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with as of the Closing, except where the failure to duly perform or comply with such obligations does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby. At the Closing, Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Parent to the effect that the condition set forth in the preceding two sentences has been satisfied. (b) Each of the representations and warranties of the Company or the Member contained in Section 3.1(a) (first and last sentences only) (Organization and Good Standing), 3.2 (Capitalization), 3.3(a)-(c) (Authority, Approvals, Enforceability and Consents), Section 3.17 (Title to Assets), 4.1 (Ownership of Membership Interests; Title), and 4.2 (Capacity, Enforceability and Consents) of this Agreement that are qualified as to materiality or by reference to Material Adverse Effect or another similar materiality qualification shall be true and correct, and such representations and warranties of the Company or the Member that are not so qualified shall be true and correct in all material respects, in each case both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date). Subject to the right to cure provided in Section 9.1(b), all of the other representations and warranties of the Company and the Member set forth herein shall be true and correct both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the obligations of the Company and the Member required by this Agreement to be performed by one or more of them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing, except where the failure to duly perform or comply with such obligations does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. At the Closing, Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer or manager of the Member to the effect that the conditions set forth in the three preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. (a) The representations and warranties of Parent set forth herein shall be true and correct both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or another similar qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby. Each of the obligations of Parent required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with as of the Closing, except where the failure to duly perform or comply with such obligations does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby. At the Closing, Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Parent to the effect that the condition set forth in the preceding two sentences has been satisfied. (b) Each of the representations and warranties of the Company Company, the Stockholders or the Member Stockholders’ Representative contained in Section 3.1(aSections 2.1(a) (first and last sentences only) (Organization and Good Standing), 3.2 2.2 (Capitalization), 3.3(a)-(c) 2.3 (Authority, Approvals, Enforceability and Consents), Section 3.17 2.4(a) (Title to AssetsFinancial Statements), 4.1 2.5 (Absence of Undisclosed Liabilities), 2.6(a)(i) (Absence of Certain Changes), 2.23 (Brokers), 3.1 (Ownership of Membership InterestsShares; Title), 3.2 (Capacity, Enforceability and 4.2 Consents) and 4.1 (Capacity, Enforceability and Consents) of this Agreement that are qualified as to materiality or by reference to Material Adverse Effect or another similar materiality qualification shall be true and correct, and such representations and warranties of the Company Company, the Stockholders or the Member Stockholders’ Representative that are not so qualified shall be true and correct in all material respects, in each case both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date). Subject to the right to cure provided in Section 9.1(b), all All of the other representations and warranties of the Company Company, the Stockholders and the Member Stockholders’ Representative set forth herein (each, a “Curable Representation and Warranty”) shall be true and correct both as of the date of this Agreement and at and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the obligations of the Company Company, the Stockholders and the Member Stockholders’ Representative required by this Agreement to be performed by one or more of them at or prior to the Closing pursuant to Sections 6.14 (Retiree Obligations), 6.15 (F.L. Smithe Machine Co., Inc.) and 6.16 (Nonqualified Deferred Compensation Plan) shall have been duly performed and complied with in all respects, and each of the other obligations of the Company, the Stockholders or the Stockholders’ Representative required by this Agreement to be performed by one or more of them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing, except where the failure to duly perform or comply with such obligations does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. At the Closing, Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer or manager each of the Member Stockholders and by the Stockholders’ Representative to the effect that the conditions set forth in the three preceding sentences have been satisfied.

REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS. (a) The representations and warranties of Parent set forth herein shall be true and correct both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or another similar qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby. Each of the obligations of Parent required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with as of the Closing, except where the failure to duly perform or comply with such obligations does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby. At the Closing, Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Parent to the effect that the condition set forth in the preceding two sentences has been satisfied. (b) Each of the representations and warranties of the Company or the Member contained in Section 3.1(aSections 2.1(a) (first and last sentences only) (Organization and Good Standing), 3.2 2.2 (Capitalization), 3.3(a)-(c) 2.3 (Authority, Approvals, Enforceability and Consents), Section 3.17 2.4 (Financial Statements), 2.5 (Absence of Undisclosed Liabilities), 2.6(a)(i) (Absence of Certain Changes), 2.18 (Brokers), 2.19 (Title to Assets), 4.1 ) 3.1 (Ownership of Membership Interests; Title), and 4.2 3.2 (Capacity, Enforceability and Consents) of this Agreement that are qualified as to materiality or by reference to Material Adverse Effect or another similar materiality qualification shall be true and correct, and such representations and warranties of the Company or the Member that are not so qualified shall be true and correct in all material respects, in each case both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date). Subject to the right to cure provided in Section 9.1(b8.1(b), all of the other representations and warranties of the Company and the Member set forth herein shall be true and correct both as of the date of this Agreement and as of the Closing Date, as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the obligations of the Company and the Member required by this Agreement to be performed by one or more of them at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing, except where the failure to duly perform or comply with such obligations does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. At the Closing, Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer or manager of the Member to the effect that the conditions set forth in the three preceding sentences have been satisfied.