Common use of CONDITIONS PRECEDENT TO THE OBLIGATIONS OF HOLDING AND NEWCO Clause in Contracts

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF HOLDING AND NEWCO. The obligations of HOLDING and NEWCO with respect to actions to be taken on the Pre-Closing Date and, to the extent specified in this Section 9, on the Closing Date, are subject to the satisfaction or waiver on or prior to the Pre-Closing Date and/or the Closing Date, as the case may be, of all of the conditions set forth in this Section 9. As of the Pre-Closing Date and/or the Closing Date, as the case may be, all conditions not satisfied shall be deemed to have been waived by HOLDING and NEWCO unless such parties have objected by notifying the COMPANY and the STOCKHOLDERS in writing of such objection on or before the closing on the Pre-Closing Date or consummation of the transactions on the Closing Date, respectively; provided, that any waiver of compliance with a particular representation or warranty contained in this Agreement shall operate as a waiver of compliance with such representation and warranty for all purposes of this Agreement except with respect to the fraud or intentional misconduct of the party making such representation and warranty.