Common use of REPRESENTATIONS AND WARRANTIES OF USI Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF USI. USI represents and warrants to Zurn ▇▇▇t (a) USI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by USI and the consummation by USI of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of USI and no other corporate proceedings on the part of USI are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by USI and constitutes a valid and binding obligation of USI, and, assuming this Agreement constitutes a valid and binding obligation of Zurn, ▇▇ enforceable against USI in accordance with its terms subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the execution and delivery of this Agreement by USI does not, and the performance of this Agreement by USI will not (1) violate the certificate of incorporation or by-laws of USI, (2) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to USI or by which it or any of its properties or assets is bound or affected or (3) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of USI pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument or obligation to which USI is a party or by which USI or any of its properties or assets is bound or affected (except, in the case of clauses (2) and (3) above, for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on USI), (e) the execution and delivery of this Agreement by USI does not, and the performance of this Agreement by USI will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except for pre-merger notification requirements of the HSR Act and (f) any shares of Zurn ▇▇▇mon Stock acquired upon exercise of the Stock Option will be, and the Stock Option is being, acquired by USI for its own account and not with a view to the public distribution or resale thereof in any manner which would be in violation of applicable United States securities laws.

REPRESENTATIONS AND WARRANTIES OF USI. USI represents and warrants to Zurn ▇▇▇t that (a) USI is a corporation duly organized, validly existing exis▇▇▇▇ and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by USI and the consummation by USI of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of USI and no other corporate proceedings on the part of USI are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by USI and constitutes a valid and binding obligation of USI, and, assuming this Agreement constitutes a valid and binding obligation of Zurn, ▇▇ is enforceable against USI in accordance with its terms subject s▇▇▇▇ct to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the execution and delivery of this Agreement by USI does not, and the performance of this Agreement by USI will not (1) violate the certificate of incorporation or by-laws of USI, (2) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to USI or by which it or any of its properties or assets is bound or affected or (3) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of USI pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument or obligation to which USI is a party or by which USI or any of its properties or assets is bound or affected (except, in the case of clauses (2) and (3) above, for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on USI), (e) the execution and delivery of this Agreement by USI does not, and the performance of this Agreement by USI will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except for pre-merger notification requirements of the HSR Act and (f) any shares of Zurn ▇▇▇mon Common Stock acquired upon exercise of the Stock Option will bewi▇▇ ▇e, and the Stock Option is being, acquired by USI for its own account and not with a view to the public distribution or resale thereof in any manner which would be in violation of applicable United States securities laws.