Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO. The obligations of Parent and Mergerco to cause the Merger Filing shall, except to the extent waived by Parent, be subject to the satisfaction, on or prior to the Merger Filing, of the following conditions: 8.1 NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES. There shall have been no material breach by the Company in the performance of its covenants and agreements herein or in any of the Company Ancillary Agreements. None of the representations and warranties of the Company contained or referred to herein shall be untrue and incorrect in any respect (in the case of any representation or warranty containing any materiality qualification) or in any material respects (in the case of any representation and warranty without any materiality qualification) either when make or as of the Effective Time (in each case, without regard to any Knowledge Qualification that may be included in such representation and warranty), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent. There shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company. 8.2 NO CHANGES TO OR DESTRUCTION OF PROPERTY. Between the date hereof and the Effective Time, there shall have been (i) no change or event having a Material Adverse Effect on the Company; and (ii) no material adverse federal or state legislative or regulatory change affecting the Company's business; and there shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO. The obligations of Parent and Mergerco to cause the Merger Filing shall, except to the extent waived by Parent, be subject to the satisfaction, on or prior to the Merger Filing, of the following conditions: 8.1 NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIESNo Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Company or the Effective Time Stockholders in the performance of its or their covenants and agreements herein or in any of the Company Ancillary Agreements. None of the representations and warranties of the Company or the Effective Time Stockholders contained or referred to herein shall be untrue and or incorrect in any respect (in the case of any representation or warranty containing any materiality qualification) or in any material respects (in the case of any representation and warranty without any materiality qualification) either when make made or as of the Effective Time (in each case, without regard to any Knowledge Qualification that may be included in such representation and warranty), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent. There shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company. 8.2 NO CHANGES TO OR DESTRUCTION OF PROPERTYNo Changes to or Destruction of Property. Between the date hereof and the Effective Time, there shall have been (i) no change or event having a Material Adverse Effect on the Company; and (ii) no material adverse federal or state legislative or regulatory change affecting the Company's business; and there shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO. The obligations of Parent and Mergerco MergerCo to cause consummate the Merger Filing transactions contemplated by this Agreement shall, except to at the extent waived by Parentoption of Parent and MergerCo, be subject to the satisfaction, on or prior to the Merger FilingClosing Date, of the following conditions: 8.1 SECTION 7.1. NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES. There shall have been no material breach by the Company in the performance of its covenants and agreements herein or in any of the Company Ancillary Agreements. None its covenants, agreements and obligations herein; none of the representations and warranties of the Company contained or referred to herein in Article IV hereof shall fail to be untrue true and incorrect in any respect correct on the date hereof and at the Effective Time as though made at the Effective Time, except for (in the case of any representation or warranty containing any materiality qualificationa) or in any material respects (in the case of any representation representations and warranty without any materiality qualification) either when make or warranties that speak as of a specific date or time other than the Effective Time (which need only be true and correct as of such date or time), (b) representations and warranties which are not qualified by Material Adverse Effect or otherwise by material adversity (which need be true and correct except for such inaccuracies as in each casethe aggregate (together with the inaccuracies referred to in the following clause (c)) would not have a Material Adverse Effect), (c) representations and warranties which are qualified by Material Adverse Effect or otherwise by material adversity shall also be true and correct without regard to any Knowledge Qualification that may be included in such representation and warranty), qualification except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the preceding clause (b)) would not have a Material Adverse Effect, (d) the representations and warranties set forth in Section 4.2 shall be true and correct on the date hereof and at the Effective Time and (e) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent. There shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company. 8.2 NO CHANGES TO OR DESTRUCTION OF PROPERTY. Between the date hereof and the Effective Time, there shall have been (i) no change or event having a Material Adverse Effect on the Company; and (ii) no material adverse federal or state legislative or regulatory change affecting the Company's business; and there shall have been delivered to Parent and Mergerco MergerCo a certificate or certificates to such effect, dated the Closing Date Effective Time and signed on behalf of the Company by the President or any Vice President other senior executive officer of the Company.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO. The obligations of Parent and Mergerco to cause the Merger Filing shall, except to the extent waived by Parent, be subject to the satisfaction, on or prior to the Merger Filing, of the following conditions: 8.1 NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIESNo Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Company in the performance of its covenants and agreements herein or in any of the Company Ancillary Agreements. None of the representations and warranties of the Company contained or referred to herein shall be untrue and incorrect in any respect (in the case of any representation or warranty containing any materiality qualification) or in any material respects (in the case of any representation and warranty without any materiality qualification) either when make made or as of the Effective Time (in each case, without regard to any Knowledge Qualification that may be included in such representation and warranty), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent. There shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company. 8.2 NO CHANGES TO OR DESTRUCTION OF PROPERTYNo Changes to or Destruction of Property. Between the date hereof and the Effective Time, there shall have been (i) no change or event having a Material Adverse Effect on the Company; and (ii) no material adverse federal or state legislative or regulatory change affecting the Company's business; and there shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company.