Common use of Conditions for Obligations of the Company Clause in Contracts

Conditions for Obligations of the Company. The obligations of the Company to effect the Merger shall be further subject to the satisfaction at or prior to the Effective Time of the following additional conditions precedent, unless waived, to the extent permitted by applicable Law, in writing by the Company: (a) Each of Parent and Merger Sub shall have performed and complied in all material respects with all agreements and covenants contained in this Agreement that are required to be performed or complied with by it prior to or at the Effective Time. The representations and warranties of Parent and Merger Sub set forth in Article III of this Agreement (i) that are qualified with reference to materiality or Material Adverse Effect shall be true and correct, and (ii) that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof and as of the Effective Time as though made as of the Effective Time (or to the extent such representations or warranties speak of a specific date, as of such date). The Company shall have received certificates dated the Closing Date and signed by the Chairman, President or an Executive Vice-President of each of Parent and Merger Sub, certifying that the conditions specified in this Section 7.02 have been satisfied.

Conditions for Obligations of the Company. The obligations of the Company to effect the Merger shall be further subject to the satisfaction at on or prior to the Effective Time of the following additional conditions precedent, unless waived, to the extent permitted by applicable Law, in writing by the Company: (a) Each of Parent and Merger Sub shall have performed in all material respects and complied in all material respects with all agreements and covenants contained in this Agreement that are required to be performed or complied with by it them prior to or at the Effective Time. The Closing. (b) Parent’s and Merger Sub’s representations and warranties of Parent and Merger Sub set forth contained in Article III of this Agreement (i) that are qualified with reference to materiality or Material Adverse Effect shall be true and correct, and (ii) that are not so qualified shall be true and correct in all material respects, in each case respects as of the date hereof Closing with the same effect as though such representations and warranties were made on and as of the Effective Time as though made Closing (provided that any representation and warranty that addresses matters only as of the Effective Time (or to the extent such representations or warranties speak of a specific date, certain date need only be true and correct as of such that certain date). , except for changes permitted by this Agreement and except that any such representation and warranty which is itself qualified as to materiality shall not be deemed so qualified for purposes of this condition. (c) The Company shall have received certificates dated the Closing Date and signed by the Chairman, President or an Executive Vice-President of each of Parent and Merger Sub, certifying that the conditions specified in this Section 7.02 7.2 have been satisfied.