Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to consummate the Merger shall be further subject to the satisfaction at or prior to the Effective Time of each of the following conditions:
Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following additional conditions, any of which may be waived in writing exclusively by Parent:
(i) Company Representations and Warranties. The representations and warranties of the Company (other than the representations and warranties set forth in Section 3.6(f)(ii)) shall have been true and correct as of the Agreement Date, and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than any such representations and warranties of the Company made only as of a specified date, which shall be true and correct in all respects as of such date) except in all cases to the extent that the failure of such representations and warranties to be so true and correct has not had a Company Material Adverse Effect (it being agreed that any “materiality” and “Company Material Adverse Effect” qualifications in particular representations and warranties shall be disregarded in determining whether any such failures to be true and correct have had a Company Material Adverse Effect for purposes of this sentence; provided that the word “Material” shall not be read out of the term “Material Contract” or “Material Contracts”). The representations and warranties of the Company in Section 3.6(f)(ii) shall have been true and correct in all respects as of the Agreement Date.
Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to enter into and complete the Closing are subject, at the option of Parent, to the fulfillment on or prior to the Closing Date of the following conditions by the Company, any one or more of which may be waived (where permitted by Applicable Law) prior to the Effective Time by Parent in writing:
Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to enter into and complete the Closing are subject, at the option of Parent, to the fulfillment on or prior to the Closing Date of the following conditions by the Company, any one or more of which may be waived (where permitted by Applicable Law) prior to the Effective Time by Parent in writing:
(a) Accuracy of Representations and Warranties.
(i) Other than the representations and warranties listed in Section 8.2(a)(ii), Section 8.2(a)(iii), and Section 8.2(a)(iv) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and on and as of the Closing Date with the same force and effect as if made on and as of such date except (i) for any failure to be so true and correct which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) for those representations and warranties that address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such date which has not had, and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect); provided, however, that for purposes of determining the accuracy of the representations and warranties of the Company set forth in this Agreement for purposes of this Section 8.2(a)(i) all qualifications based on a “Company Material Adverse Effect” and all materiality qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded.
(ii) The representations and warranties set forth in Section 3.1, Section 3.2, and Section 3.10(a) shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date).
(iii) The representations and warranties set forth in Section 3.5(b), Section 3.5(c), Section 3.5(d), Section 3.5(e), Section 3.5(f), Section 3.6, and Section 3.23 shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made at and as of the Closing...
