Common use of Conditions to Company’s Obligations to Effect the Merger Clause in Contracts

Conditions to Company’s Obligations to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction (or waiver by Company) of the following conditions: (a) the representations and warranties of each of Parent and Merger Sub contained in this Agreement shall be true and correct as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties of Parent or Merger Sub to be so true and correct, without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar standard or qualification set forth therein, would not individually or in the aggregate, have a Parent Material Adverse Effect; (b) Parent and Merger Sub shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it at or prior to the Closing; and (c) each of Parent and Merger Sub shall have delivered to the Company a certificate, dated as of the Closing Date, signed by a director of each of Parent and Merger Sub, as the case may be, certifying as to the satisfaction of the conditions specified in Section 8.3(a) and Section 8.3(b).

Conditions to Company’s Obligations to Effect the Merger. The obligations of the Company to effect the Merger merger are subject to the satisfaction (or waiver by Company) of the following conditions: (a) (i) the representations and warranties of each of Parent and Merger Sub contained in this the Agreement shall be true and correct accurate as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct accurate as of such date or with respect to such period), except where the failure of such representations and warranties of Parent or Merger Sub to be so true and correct, accurate (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar standard or qualification Effect set forth therein), would not individually or in the aggregate, have a Parent Material Adverse Effect;; and (ii) the Company shall have received at the Closing a certificate signed on behalf of Parent and Sub by a senior executive officer of Parent to the effect that such officer has read this Section 7.3(a) and the condition set forth in this Section 7.3(a) has been satisfied. (b) Parent and Merger Sub shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it Parent and Sub at or prior to the Closing; and (c) each , and the Company shall have received a certificate signed on behalf of Parent and Merger Sub shall have delivered to the Company a certificate, dated as of the Closing Date, signed by a director of each senior executive officer of Parent and Merger Sub, as the case may be, certifying as to the satisfaction of the conditions specified in Section 8.3(a) and Section 8.3(b)such effect.

Conditions to Company’s Obligations to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction (or waiver by Company) of the following conditions: (a) the The representations and warranties of each of Parent and Merger Sub the Purchaser Parties contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties of Parent or Merger Sub such Purchaser Party to be so true and correct, correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar standard or qualification Effect set forth therein), does not have, and would not individually reasonably be expected to have, individually, or in the aggregate, have a Parent Material Adverse Effect;. (b) Parent and Merger Sub Each of the Purchaser Parties shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it at or prior to the Closing; and. (c) each of Parent and Merger Sub shall have delivered to the Company a certificatecertificates, dated as of the Closing Date, signed by a director or duly authorized officer of each of Parent and Merger Sub, as the case may beParent, certifying as to the satisfaction of the conditions specified in Section 8.3(a7.3(a) and Section 8.3(b7.3(b).

Conditions to Company’s Obligations to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction (or waiver by Company) of the following conditions: (a) the The representations and warranties of each of Parent and Merger Sub contained in this Agreement shall be true and correct as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties of Parent or Merger Sub to be so true and correct, correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar standard or qualification set forth therein), would not individually or in the aggregate, have a Parent Material Adverse Effect; (b) Parent and Merger Sub shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it at or prior to the Closing; and (c) each Each of Parent and Merger Sub shall have delivered to the Company a certificate, dated as of the Closing Date, signed by a director of each of Parent and Merger Sub, as the case may be, certifying as to the satisfaction of the conditions specified in Section 8.3(a) and Section 8.3(b).

Conditions to Company’s Obligations to Effect the Merger. The obligations of the Company to effect the Merger merger are subject to the satisfaction (or waiver by Company) of the following conditions: (a) the The representations and warranties of each of Parent and Merger Sub contained in this Agreement shall be true and correct as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties of Parent or Merger Sub to be so true and correct, correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar standard or qualification Effect set forth therein), would not individually or in the aggregate, have a Parent Material Adverse Effect; (b) Parent and Merger Sub shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it at or prior to the Closing; and (c) each of Parent and Merger Sub shall have delivered to the Company a certificatecertificates, dated as of the Closing Date, signed by a director of each of Parent and Merger Sub, as the case may bemaybe, certifying as to the satisfaction of the conditions specified in Section 8.3(a) and Section 8.3(b).

Conditions to Company’s Obligations to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction (or waiver by Company) of the following conditions: (a) the The representations and warranties of each of Parent and Merger Sub the Purchaser Parties contained in this Agreement shall be true and correct as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties of Parent or Merger Sub such Purchaser Party to be so true and correct, correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar standard or qualification Effect set forth therein), would not individually or in the aggregate, have a Parent Material Adverse Effect;. (b) Parent and Merger Sub Each of the Purchaser Parties shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it at or prior to the Closing; and. (c) each of Naphtha, NHL and Parent and Merger Sub shall have delivered to the Company a certificatecertificates, dated as of the Closing Date, signed by a director or duly authorized officer of each of Parent Naphtha, NHL and Merger Sub, as the case may beParent, certifying as to the satisfaction of the conditions specified in Section 8.3(a7.3(a) and Section 8.3(b7.3(b).

Conditions to Company’s Obligations to Effect the Merger. The obligations of the Company to effect the Merger merger are subject to the satisfaction (or waiver by Company) of the following conditions: (a) (i) the representations and warranties of each of Parent and Merger Sub contained in this the Agreement shall be true and correct accurate as of the date hereof and as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct accurate as of such date or with respect to such period), except where the failure of such representations and warranties of Parent or Merger Sub to be so true and correct, accurate (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar standard or qualification Effect set forth therein), would not individually or in the aggregate, have a Parent Material Adverse Effect;; and (ii) the Company shall have received at the Closing a certificate signed on behalf of Parent and Sub by a senior executive officer of Parent to the effect that such officer has read this Section 7.3(a) and the condition set forth in this Section 7.3(a) has been satisfied; and (b) Parent and Merger Sub shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it Parent and Sub at or prior to the Closing; and (c) each , and the Company shall have received a certificate signed on behalf of Parent and Merger Sub shall have delivered to the Company a certificate, dated as of the Closing Date, signed by a director of each senior executive officer of Parent and Merger Sub, as the case may be, certifying as to the satisfaction of the conditions specified in Section 8.3(a) and Section 8.3(b)such effect.