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

Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the Company: (a) Representations and Warranties of Parent and Merger Sub. Each of the representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except where the failure to be so true and correct (without giving effect to the individual materiality qualifications and thresholds otherwise contained in Section 3.2 hereof) would not in the aggregate have a Material Adverse Effect on Parent, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer and the Chief Financial Officer of Parent to such effect. (b) Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer and the Chief Financial Officer of Parent to such effect.

Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the Company: (a) Representations and Warranties of Parent and Merger SubParent. Each of the representations and warranties of Parent and Merger Sub set forth contained in this Agreement (without giving effect to any materiality qualifications or limitations therein or any references therein to Parent Material Adverse Effect) shall be true and correct correct, in all material respects each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date Effective Time as though made on and as of the Closing DateEffective Time, except where (i) for such failures, individually or in the failure aggregate, to be so true and correct that would not reasonably be expected to result in a Parent Material Adverse Effect; (without giving effect ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, subject to the individual materiality qualifications in (i) above; and thresholds otherwise contained in Section 3.2 hereof(iii) would not in for changes expressly permitted as contemplated by the aggregate have a Material Adverse Effect on Parentterms of this Agreement, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer and the Chief Financial Officer of Parent to such effect. . (b) Performance of Obligations of Parent. Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer and the Chief Financial Officer of Parent to such effect.