Common use of Conditions to Obligation of the Company to Effect the Merger Clause in Contracts

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Closing Date of the conditions that (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.1 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) and (iii) hereof.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment of, or the waiver at or prior by the Company, to the Closing Date of the conditions that (i) Parentextent permitted by applicable Law, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing DateEffective Time of, the following conditions: (iia) (xi) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 5.1, Section 5.2 (other than Section 5.2(f)), Section 5.3 (other than Section 5.3(c)), Section 5.10(b), Section 5.18 and Section 5.19 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in both at and as of the aggregate) date of this Agreement and at and as of the Closing Date, Date as if though made at and as of such time the Closing Date (except to the extent for representations and warranties that expressly made speak only as of an earlier datea specific date or time other than the Closing Date, in which case need only be true and correct as of such dateother date or time), except for de minimis inaccuracies with respect to the representations and warranties in Section 5.2 (other than Section 5.2(f)) and Section 5.3 (yother than Section 5.3(c)), and (ii) the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Article V other than those referenced in clause (i) of this Section 4.2 and Section 4.3 7.2(a) shall be true and correct in all respects (except, in each such case, for disregarding any inaccuracies that are de minimis in the aggregatequalifications with respect to materiality or “Parent Material Adverse Effect” contained therein) both at and as of the date of this Agreement and at and as of the Closing Date, Date as if though made at and as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the for representations and warranties that expressly speak only as of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (a specific date or time other than the representations and warranties set forth in Section 4.1Closing Date, Section 4.2 and Section 4.3) shall which need only be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such dateother date or time), except except, in the case of this clause (iii) ii), where the failure of such representations and warranties to be so true and correct (without giving effect has not had and would not reasonably be expected to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)have, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect. (b) Parent shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied. (ivd) The Company shall have received from the Company’s Counsel, a written opinion dated as of the Closing Date to the effect that for U.S. federal income tax purposes the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). (e) The Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction copy of the conditions set out in clauses (i), (ii) and (iii) hereofParent Tax Opinion.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing Date of the conditions that following additional conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth (i) contained in Section 4.1 Sections 4.2(a) and 4.7(b) shall be true and correct in all respects (exceptother than, in each such casethe case of Section 4.2(a), for any inaccuracies that are de minimis in the aggregateinaccuracies) at and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), (ii) contained in the first sentence of Section 4.2(b), Sections 4.2(c)(i), (c)(ii) and (y) the representations and warranties of Parentc)(iv), Delaware Sub and Merger Sub set forth in Section 4.2 4.2(d), Section 4.3, Section 4.4 and Section 4.3 4.12 (together with the Sections of this Agreement referred to in clause (i), the “Parent Fundamental Representations”) shall be true and correct in all respects (exceptmaterial respects, in each such casewithout giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such date), specific date only) and (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth contained in this Agreement (other than the representations and warranties set forth in Section 4.1Parent Fundamental Representations), Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” materiality or “Parent Material Adverse Effect” set forth qualifications therein) , shall be true and correct as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)correct, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result inhave, a Parent Material Adverse Effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing; (c) since the date of this Agreement there shall not have been any event, and circumstance, occurrence, effect, fact, development or change that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and (ivd) the Company shall have received a certificate signed by an executive officer of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated Parent certifying as to the Closing Date, certifying the satisfaction of the conditions matters set out forth in clauses (iSection 6.3(a), (iiSection 6.3(b) and (iii) hereofSection 6.3(c).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in Section 4.1 (i) Article IV (other than in Sections 4.1(a) (first sentence only), 4.1(b), 4.1(c), 4.2(a), 4.2(c)(ii), 4.6(b), 4.10 and 4.14) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at except where such failures to be so true and as of correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in such time (except to representations and warranties) would not, individually or in the extent expressly made as of an earlier dateaggregate, in which case as of such date)have a Material Adverse Effect on Parent, (iiiii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.34.1(b) shall be true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Material Adverse Effect” set forth thereinEffect and similar qualifiers contained in such representations and warranties) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for any de minimis inaccuracies, (iii) Sections 4.1(a) (first sentence only), 4.1(c), 4.2(a), 4.2(c)(ii), 4.10 and 4.14 shall be true and correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in such representations and warranties) in all material respects at and as if of the date of this Agreement and at and as of the Closing Date as though made at and as of such time the Closing Date and (except to iv) Section 4.6(b) shall be true and correct both at and as of the extent expressly date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to a particular date or period shall be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” in the manner set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii), (iii) and (iiiiv), as applicable) hereofonly as of such date or period. (b) Parent and Merger Sub shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Closing Date and signed by an executive officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment satisfaction (or waiver at or prior by the Company to the Closing Date extent permitted by applicable Law) of the conditions that following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 4.2(a), Section 4.12(a) and Section 4.18 shall be true and correct in all respects (exceptcorrect, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing DateClosing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case, except for de minimis inaccuracies; (ii) the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.1(a), Section 4.2(b), Section 4.3(a), Section 4.3(b) and Section 4.20 shall be true and correct in all material respects, at and as of the date of this Agreement and at and as of Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (iii) the representations and warranties of each of Parent, Delaware Sub Parent and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or Article 4 that are qualified by a “Parent Material Adverse Effect” set forth therein) qualification shall be true and correct in all respects as so qualified at and as of the Closing Datedate of this Agreement and at and as of Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iv) the other representations and warranties of Parent and Merger Sub set forth in Article 4 shall be true and correct at and as of the date of this Agreement and at and as of the Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of with respect to this clause (iiiiv) where the failure of such representations and warranties to be so true and correct (without giving effect would not have or would not reasonably be expected to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Closing. (c) Since the date of this Agreement, there shall not have occurred any event, change, occurrence, effect or development that has not had, and would not be or is reasonably likely to have or result inhave, a Parent Material Adverse Effect, and . (ivd) Parent shall have delivered to the Company shall have received a certificate certificate, dated as of each of Parent, Delaware Sub the Closing Date and Merger Sub, executed on its behalf signed by its President Chief Executive Officer or one of its Vice Presidents, dated the Closing Dateanother senior officer, certifying to the satisfaction of effect that the conditions set out forth in clauses (iSection 6.2(a), (iiSection 6.2(b) and (iiiSection 6.2(c) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing Date of the conditions that following additional conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth contained in Section 4.1 4.2(a), Section 4.2(c)(i), (ii) and (iv) (in each such clause of Section 4.2(c), with respect to the Parent and the securities thereof or equity interests therein), Section 4.3, Section 4.4, Section 4.5(a)(i) and Section 4.7(b) shall be true and correct in all respects (exceptother than, in the case of Section 4.2(a), Section 4.2(c)(i), (ii) and (iv) (in each such caseclause of Section 4.2(c), for any inaccuracies that are with respect to the Parent and the securities thereof or equity interests therein), de minimis in the aggregateinaccuracies) at and as of the Closing Date, Date as if made at and as of such time (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), (ii) and (y) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth contained in the first sentence of Section 4.2 4.1, Section 4.2(b), Section 4.2(c)(iii) and Section 4.3 4.16 (without giving effect to any materiality, Material Adverse Effect or similar qualifiers contained therein) shall be true and correct in all material respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, Date as if made at and as of such time (except to the extent expressly other than any such representation or warranty that is made as of an earlier a specified date, in which case representation or warranty shall be so true and correct as of such specified date), ) and (iii) the other representations and warranties of each of Parent, Delaware Sub the Parent and Merger Sub set forth contained in this Agreement (other than the representations and warranties set forth in Section 4.1without giving effect to any materiality, Section 4.2 and Section 4.3Material Adverse Effect or similar qualifiers contained therein) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, Date as if made at and as of such time (except to the extent expressly other than any such representation or warranty that is made as of an earlier a specified date, in which case representation or warranty shall be so true and correct as of such specified date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)correct, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result inhave, a Parent Material Adverse Effect, Effect on Parent; (b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing; and (ivc) the Company shall have received a certificate signed by an executive officer of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated Parent certifying as to the Closing Date, certifying the satisfaction of the conditions matters set out forth in clauses (i), (iiSection 6.3(a) and (iii) hereofSection 6.3(b).

Conditions to Obligation of the Company to Effect the Merger. The obligation obligations of the Company to effect consummate the Merger shall be further subject to the fulfillment satisfaction (or waiver by the Company, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the conditions that following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in ARTICLE IV (other than Section 4.1 4.1, Section 4.3, Section 4.4(a), Section 4.5(a) and Section 4.6) shall be true and correct (without regard to "materiality," Material Adverse Effect and similar qualifiers contained in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregatewarranties) both at and as of the date of this Agreement and at and as of the Closing Date, as if though made at and as of such time (times, except for such failures to the extent expressly made be true and correct as of an earlier datewould not reasonably be expected to have, in which case as of such date)the aggregate, a Material Adverse Effect on Parent, (iiiii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in Section 4.4(a) shall be true and correct (without regard to "materiality," Material Adverse Effect and similar qualifiers contained in such representations and warranties) at and as of the date of this Agreement and at and as of the Closing as though made at and as of such times, except for any de minimis inaccuracies or issuances permitted pursuant to this Agreement, (other than iii) the representations and warranties set forth in Section 4.1, Section 4.2 4.3 and Section 4.34.5(a) shall be true and correct (without giving effect regard to any limitation as to “"materiality” or “Parent ," Material Adverse Effect” set forth thereinEffect and similar qualifiers contained in such representations and warranties) in all material respects at and as of the date of this Agreement and at and as of the Closing Dateas though made at and as of such times, other than with respect to any issuances permitted pursuant to this Agreement and (iv) the representation set forth in Section 4.6 shall be true and correct at and as of the Closing as if made at and as of such time time; provided, however, that with respect to clauses (except to the extent expressly i), (ii), (iii) and (iv) above, representations and warranties that are made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to a particular date or period shall be so true and correct (without giving effect in the manner set forth in clause (i), (ii), (iii) or (iv) above, as applicable) only as of such date or period; provided further, however, that with respect to clauses (i), (iii) and (iv) above, such conditions shall not apply to any limitation failure to be true and correct arising from or relating to Parent (A) taking or agreeing to take any action in compliance with Section 5.6(e), (B) failing to receive any waivers, consents, licenses, permits, authorizations, orders or approvals under any Antitrust Law or (C) being subject to any Action (or threatened Action) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law (each of the foregoing in subclauses (A), (B) and (C) above, an "Excluded Parent Event"). (b) Each of Parent and Merger Sub shall have performed in all material respects the obligations and agreements in this Agreement and shall have complied in all material respects with the covenants to “materiality” be performed and complied with by it under this Agreement at or “prior to the Closing. (c) Since the date of this Agreement, there shall not have occurred any Events (other than Excluded Parent Material Adverse Effect” set forth therein)Events) that, individually or in the aggregate, has not had, and have had or would not reasonably be reasonably likely expected to have or result in, a Parent Material Adverse Effect, and Effect on Parent. (ivd) Parent shall have furnished the Company shall have received with a certificate of each of Parent, Delaware Sub and Merger Sub, executed dated the Closing Date signed on its behalf by its President or one the Chief Executive Officer and the Chief Financial Officer of its Vice Presidents, dated Parent to the Closing Date, certifying the satisfaction of effect that the conditions set out forth in clauses (iSection 6.2(a), (iiSection 6.2(b) and (iiiSection 6.2(c) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is subject to the fulfillment satisfaction or waiver by the Company at or prior to the Closing Date of the conditions that following additional conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth (i) contained in Section 4.1 4.2(a), Section 4.2(c) (only in respect of securities of Parent and other than clause (C) thereof) and Section 4.7(b) shall be true and correct in all respects (exceptother than, in each such casethe case of Section 4.2(a) and Section 4.2(c), for any inaccuracies that are de minimis in the aggregateinaccuracies) at and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), (ii) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth contained in Section 4.2 4.2(b), Section 4.3, Section 4.4 and Section 4.3 shall be true and correct in all respects 4.13 (except, in each such case, for any inaccuracies that are de minimis in together with the aggregate) both at and as of the date Sections of this Agreement and as of referred to in the Closing Date, as if made at and as of such time immediately preceding clause (except to the extent expressly made as of an earlier date, in which case as of such datei), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3“Parent Specified Representations”) shall be true and correct (without giving effect to any limitation as to “materiality” materiality or “Parent Material Adverse Effect” set forth qualifications therein) in all material respects as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iii) contained in Article IV (other than the Parent Specified Representations), without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)correct, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result inhave, a Parent Material Adverse Effect, ; (b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing; and (ivc) the Company shall have received a certificate signed by an executive officer of each Parent certifying, on behalf of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated as to the Closing Date, certifying the satisfaction of the conditions matters set out forth in clauses (i), (iiSection 6.3(a) and (iii) hereofSection 6.3(b).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in (i) Article IV (other than in Section 4.1 4.1(a) (first, second and third sentences only), Section 4.1(c), 4.2(a), 4.2(c)(ii), 4.6(b), Section 4.11 and Section 4.14) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect regard to any limitation as to “"materiality” or “Parent ," Material Adverse Effect” Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, have a Material Adverse Effect on Parent, (ii) Sections 4.1(a) (first and second sentences only), 4.2(a), 4.2(c)(ii), Section 4.11 and Section 4.14 shall be true and correct (without regard to "materiality," Material Adverse Effect and similar qualifiers contained in such representations and warranties) in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, (iii) Section 4.1(c) shall be true and correct in all respects, other than de minimis inaccuracies, at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (iv) Section 4.6(b) shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth thereinin clauses (i), (ii), (iii) and (iv), as applicable) only as of such date or period. (b) Parent and Merger Sub shall have performed and complied in all material respects with all covenants, obligations or other agreements required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Since the date of this Agreement, there shall not have been any fact, change, circumstance, event, occurrence, condition or development that, individually or in the aggregate, has not had, and had or would not reasonably be reasonably likely expected to have or result in, a Parent Material Adverse Effect, and Effect on Parent. (ivd) Parent shall have delivered to the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidentscertificate, dated the Closing DateDate and signed by an executive officer, certifying to the satisfaction of effect that the conditions set out forth in clauses (iSection 6.2(a), (iiSection 6.2(b) and (iiiSection 6.2(c) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be and the other transactions contemplated hereby is further subject to the fulfillment (or waiver in writing by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (i) Parent, Delaware Sub The representations and warranties of Parent and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, Article IV (ii) (x) except for the representations and warranties of Parent, Delaware Sub and Merger Sub set forth contained in Section 4.1 4.1, the first two sentences of Section 4.2(a), Section 4.3 and Section 4.7 and disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)would not reasonably be expected to, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) the representation and warranty of Parent and Merger Sub contained in Section 4.3 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) hereofthe representations and warranties of Parent and Merger Sub contained in Section 4.1, the first two sentences of Section 4.2(a) and Section 4.7 shall be true and correct in all material respects both when made and at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). (b) Parent and Merger Sub shall have performed and complied with, in all material respects, all material obligations and covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation obligations of the Company to effect the Merger shall be are subject to the fulfillment satisfaction or waiver at or prior (to the Closing Date extent permitted by Law) waiver by the Company of each of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in (i) Section 4.1 4.2 (Authority) and Section 4.6 (Brokers) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent for any such representation or warranty that is expressly made as of an earlier a specified date, including the date of this Agreement, in which case such representation or warranty shall be true and correct only as of such specified date), except for de minimis inaccuracies, (iiiii) the representations Section 4.3(a)(i) (No Conflict – Governing Documents) shall be true and warranties correct in all material respects (disregarding all qualifications or limitations as to “materiality”, “Parent Material Adverse Effect” and words of each of Parent, Delaware Sub and Merger Sub similar import set forth in therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for any such representation or warranty that is expressly made as of a specified date, including the date of this Agreement, in which case such representation or warranty shall be true and correct only as of such specified date), and (iii)ARTICLE IV (other than the representations and warranties set forth referred to in Section 4.1, Section 4.2 the foregoing clauses (i) and Section 4.3(ii)) shall be true and correct in all material respects (without giving effect to any limitation disregarding all qualifications or limitations as to “materiality” or ”, “Parent Material Adverse Effect” or words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent for any such representation or warranty that is expressly made as of an earlier a specified date, including the date of this Agreement, in which case such representation or warranty shall be true and correct only as of such specified date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect has not had and would not reasonably be expected to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)have, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect. (b) Each of Parent and Merger Sub shall have performed in all material respects its obligations, and agreements or covenants to be performed by it under this Agreement on or before the Closing. (ivc) Parent shall have delivered to the Company shall have received a certificate dated as of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying Date signed on behalf of Parent by a senior executive officer of Parent to the satisfaction of effect that the conditions set out forth in clauses (i), (iiSection 6.3(a) and (iiiSection 6.3(b) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation obligations of the Company to effect consummate the Merger shall be further subject to the fulfillment satisfaction (or waiver by the Company, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the conditions that following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in ARTICLE IV (other than Section 4.1 4.1, Section 4.3, Section 4.4(a), Section 4.5(a) and Section 4.6) shall be true and correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregatewarranties) both at and as of the date of this Agreement and at and as of the Closing Date, as if though made at and as of such time (times, except for such failures to the extent expressly made be true and correct as of an earlier datewould not reasonably be expected to have, in which case as of such date)the aggregate, a Material Adverse Effect on Parent, (iiiii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in Section 4.4(a) shall be true and correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in such representations and warranties) at and as of the date of this Agreement and at and as of the Closing as though made at and as of such times, except for any de minimis inaccuracies or issuances permitted pursuant to this Agreement, (other than iii) the representations and warranties set forth in Section 4.1, Section 4.2 4.3 and Section 4.34.5(a) shall be true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Material Adverse Effect” set forth thereinEffect and similar qualifiers contained in such representations and warranties) in all material respects at and as of the date of this Agreement and at and as of the Closing Dateas though made at and as of such times, other than with respect to any issuances permitted pursuant to this Agreement and (iv) the representation set forth in Section 4.6 shall be true and correct at and as of the Closing as if made at and as of such time time; provided, however, that with respect to clauses (except to the extent expressly i), (ii), (iii) and (iv) above, representations and warranties that are made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to a particular date or period shall be so true and correct (without giving effect in the manner set forth in clause (i), (ii), (iii) or (iv) above, as applicable) only as of such date or period; provided further, however, that with respect to clauses (i), (iii) and (iv) above, such conditions shall not apply to any limitation failure to be true and correct arising from or relating to Parent (A) taking or agreeing to take any action in compliance with Section 5.6(e), (B) failing to receive any waivers, consents, licenses, permits, authorizations, orders or approvals under any Antitrust Law or (C) being subject to any Action (or threatened Action) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law (each of the foregoing in subclauses (A), (B) and (C) above, an “Excluded Parent Event”). (b) Each of Parent and Merger Sub shall have performed in all material respects the obligations and agreements in this Agreement and shall have complied in all material respects with the covenants to “materiality” be performed and complied with by it under this Agreement at or “prior to the Closing. (c) Since the date of this Agreement, there shall not have occurred any Events (other than Excluded Parent Material Adverse Effect” set forth therein)Events) that, individually or in the aggregate, has not had, and have had or would not reasonably be reasonably likely expected to have or result in, a Parent Material Adverse Effect, and Effect on Parent. (ivd) Parent shall have furnished the Company shall have received with a certificate of each of Parent, Delaware Sub and Merger Sub, executed dated the Closing Date signed on its behalf by its President or one the Chief Executive Officer and the Chief Financial Officer of its Vice Presidents, dated Parent to the Closing Date, certifying the satisfaction of effect that the conditions set out forth in clauses (iSection 6.2(a), (iiSection 6.2(b) and (iiiSection 6.2(c) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect consummate the Merger shall be transactions contemplated hereby, including the Merger, is, in addition to the conditions set forth in Section 7.1, further subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) each of the representations and warranties of ParentParent and Acquisition Sub contained in (i) this Agreement (other than in Sections 5.1, Delaware Sub 5.2(a), 5.2(b), 5.2(c) and Merger Sub set forth in Section 4.1 5.2(d)(i)), without giving effect to any materiality or Parent Material Adverse Effect qualifications therein, shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in as of the aggregate) at date hereof and as of the Closing Date, as if made at and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), except for such failures to be true and correct as would not have a Parent Material Adverse Effect, and (ii) Sections 5.1, 5.2(a), 5.2(b), 5.2(c) and (y5.2(d)(i) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all material respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement hereof and as of the Closing Date, as if made at and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to shall be so true and correct as of such specific date only); (without giving effect b) Parent or Acquisition Sub shall have performed or complied in all material respects with its obligations required under this Agreement to any limitation as be performed or complied with on or prior to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and Closing Date; and (ivc) the Company shall will have received a certificate of each certificate, signed by an executive officer of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated certifying as to the Closing Date, certifying the satisfaction of the conditions matters set out forth in clauses (i), (iiSection 7.3(a) and (iiiSection 7.2(b) hereof.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall and the other transactions to be effected at the Closing as contemplated by this Agreement is further subject to the fulfillment (or waiver in writing by the Company) at or prior to the Closing Date and as of the conditions that Effective Time of the following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 5.2(a) (except for the penultimate sentence thereof) and in Section 5.2(b) shall be true and correct in all respects (exceptcorrect, in each such case, for other than any inaccuracies that are de minimis in the aggregate) at and as of the Closing Dateinaccuracies, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, as if though made at on and as of such time date (except to the extent any such representation or warranty expressly made speaks as of an earlier a particular date, in which case only as of such particular date), (ii) the representations and warranties of Parent and Merger Sub set forth in Section 5.1(a), in the penultimate sentence of Section 5.2(a), in Section 5.2(c), in Section 5.2(d), in Section 5.2(e), in Section 5.3(a), and in the first sentence of Section 5.21 shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), (iii) the representations and warranties of each of Parent, Delaware Sub Parent and Merger Sub set forth in Section 5.7(b) shall be true and correct as of the date of this Agreement and as of the Closing Date, as through made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), (iv) the other than the representations and warranties of Parent and Merger Sub set forth in Section 4.1Article V which are qualified by a “Parent Material Adverse Effect” qualification shall be true and correct in all respects as so qualified, Section 4.2 as of the date of this Agreement and Section 4.3as of the Closing Date, as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), and (v) the other representations and warranties of Parent and Merger Sub set forth in Article V which are not qualified by a “Parent Material Adverse Effect” qualification shall be true and correct (without giving effect to any limitation as to “materiality,” “in all material respects,” or “Parent Material Adverse Effect” set forth therein) similar qualifiers), as of the date of this Agreement and as of the Closing Date, as if though made at on and as of such time date (except to the extent any such representation or warranty expressly made speaks as of an earlier a particular date, in which case only as of such particular date), except in the case of this clause (iii) where the failure of for such representations and warranties failures to be so true and correct (without giving effect regard to any limitation qualifications or exceptions contained as to “materiality,” “in all material respects” or “Parent Material Adverse Effect” set forth therein)similar qualifiers) as have not had and would not reasonably be expected to have, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied. (ivd) the The Company shall have received the opinion of Xxxxxxxx & Xxxxx LLP in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a certificate “reorganization” within the meaning of each Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations, including representations contained in certificates of officers of Parent, Delaware Sub the Company and Merger Sub, executed on its behalf reasonably satisfactory in form and substance to such counsel and such other information reasonably requested by its President and provided to such counsel by Parent, the Company or one Merger Sub for purposes of its Vice Presidentsrendering such opinion, dated including certificates substantially in the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) forms attached hereto as Exhibits A and (iii) hereof.B.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be and the other transactions contemplated by this Agreement is subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing Date of the conditions that following additional conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth (i) contained in Section 4.1 4.2(a) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are other than de minimis in inaccuracies) as of the aggregate) at Closing Date as though made on and as of the Closing Date, as if made at and as of such time Date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), (ii) contained in Sections 4.2(b), 4.2(c), 4.2(d), 4.3, 4.4, 4.23 and 4.24 (ytogether with Section 4.2(a), the “Parent Fundamental Representations”) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (exceptmaterial respects, in each such casewithout giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement Closing Date as though made on and as of the Closing Date, as if made at and as of such time Date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such date), specific date only) and (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth contained in this Agreement (other than the representations and warranties set forth in Section 4.1Parent Fundamental Representations), Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” materiality or “Parent Material Adverse Effect” set forth qualifications therein) , shall be true and correct as of the Closing Date, Date as if though made at on and as of such time the Closing Date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)correct, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result inhave, a Parent Material Adverse Effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing; (c) since the date of this Agreement, and there shall not have occurred any event, occurrence, development or change that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (ivd) the Company shall have received a certificate signed by an executive officer of Parent certifying as to the matters set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c); and (e) the Company shall have received the written opinion of Company Tax Counsel (or, if Company Tax Counsel advises that it will not deliver a written opinion to the Company, a written opinion from each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), ) Parent Tax Counsel and (ii) Additional Tax Counsel) as of the Closing Date to the effect that, on the basis of the facts, representations, assumptions, limitations and exclusions set forth or referred to in such opinion, the Merger will not cause the KLX External Spin-Off to fail to qualify for the KLX Spin-Off Tax Treatment. In rendering the opinion described in this Section 6.3(e), Company Tax Counsel (iiior Parent Tax Counsel and Additional Tax Counsel) hereofmay require and rely upon (and may incorporate by reference) reasonable and customary representations, warranties and covenants, including the Company Closing Representation Letter and the Parent Closing Representation Letter.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment or waiver at or prior to the Closing Date of the conditions that following conditions: (a) (i) ParentThe representations and warranties of Parent contained herein (other than the representation and warranties set forth in Sections 4.2, Delaware Sub 4.3(a), 4.4(b), 4.10 and Merger Sub 4.21) shall have performedbe true and correct as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, in all material respects, (y) that the accuracy of representations and warranties that by their covenants and agreements contained in terms speak as of the date of this Agreement required or some other date will be determined as of such date and not as of the Effective Time and (z) where any such failure of the representations and warranties in the aggregate to be performed true and correct would not reasonably be expected to have a Material Adverse Effect on or prior to the Closing Date, Parent; (ii) (x) the representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in Section 4.1 Sections 4.2, 4.3(a) and 4.4(b) shall be true and correct in all material respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both when made and at and as of the Closing DateEffective Time except (x) for changes specifically permitted by the terms of this Agreement, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) that the accuracy of representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and by their terms speak as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case or some other date will be determined as of such date), and (iii) the representations and warranties contained in Sections 4.10 and 4.21 shall have been true and correct in all respects when made and as of each of Parentthe Effective Time; (b) Parent shall have performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time; and (c) Parent shall have delivered to the Company a certificate, Delaware Sub dated the Effective Time and Merger Sub signed by its Chief Executive Officer or any Executive Vice President certifying to the effect that the conditions set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (iiSections 6.2(a) and (iii6.2(b) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation obligations of the Company to effect consummate the Merger shall be further subject to the fulfillment satisfaction (or waiver by the Company, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the conditions that following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in Article IV (other than Section 4.1 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5(a), Section 4.6, Section 4.14 and Section 4.15) shall be true and correct (without regard to "materiality," Material Adverse Effect and similar qualifiers contained in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregatewarranties) both at and as of the date of this Agreement and at and as of the Closing Date, as if though made at and as of such time (times, except for such failures to the extent expressly made be true and correct as of an earlier datewould not have, in which case as of such date)the aggregate, a Material Adverse Effect on Parent, (iiiii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in Section 4.4(a) shall be true and correct (without regard to "materiality" Material Adverse Effect and similar qualifiers contained in such representations and warranties), except for any de minimis inaccuracies and other than with respect to any issuances permitted pursuant to this Agreement at and as of the date of this Agreement and at and as of the Closing as though made at and as of such times, (other than iii) the representations and warranties set forth in Section 4.1, Section 4.2 4.2, Section 4.3, Section 4.5(a), Section 4.14 and Section 4.3) 4.15 shall be true and correct (without giving effect regard to any limitation as to “"materiality” or “Parent ," Material Adverse Effect” set forth thereinEffect and similar qualifiers contained in such representations and warranties) in all material respects at and as of the date of this Agreement and at and as of the Closing Date, as though made at and as of such times and (iv) the representations set forth in Section 4.4(b) and Section 4.6 shall be true and correct at and as of the Closing as if made at and as of such time (except time; provided, however, that with respect to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii), (iii) and (iv) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clause (i), (ii), (iii) hereofor (iv) above, as applicable) only as of such date or period. (b) Each of Parent and Merger Sub shall have performed in all material respects their obligations and agreements and shall have complied in all material respects with the covenants to be performed and complied with by it under this Agreement at or prior to the Closing. (c) Since the date of this Agreement, there shall not have occurred any Events that have had or would have a Material Adverse Effect on Parent. (d) There shall have been no adoption, implementation, promulgation, repeal, modification, amendment or change of any applicable Law following the date of this Agreement and prior to the Closing Date, the effect of which would be to treat Parent as a "domestic corporation" within the meaning of the Code as of or after the Closing Date. (e) Parent shall have furnished the Company with a certificate dated the Closing Date signed on its behalf by the Chief Financial Officer of Parent to the effect that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied. (f) Parent shall have furnished the Company with resolutions of the Parent Board effecting, subject only to consummation of the Merger, the matters contemplated by Section 5.15.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is, in addition to the conditions set forth in Section 7.1, further subject to the fulfillment satisfaction or (to the extent not prohibited by Law) waiver by the Company at or prior to the Closing Date Effective Time of the conditions that following conditions: (a) except as provided for in clause (ii) and clause (iii), (i) Parent, Delaware each of the representations and warranties of Parent and Acquisition Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required Agreement, without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, shall be performed on or prior to true and correct as of the Closing Date, except for such failures to be true and correct as would not have a Parent Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); (ii) (x) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth contained in Section 4.1 5.1, Section 5.3, Section 5.18, Section 5.20 and Section 5.21 shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); and (iii) the representations and warranties contained in Section 5.2(a); the first sentence of Section 5.2(b); and Section 5.2(c) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time Date other than for de minimis errors (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only); (b) Parent and (y) the representations and warranties of Parent, Delaware Acquisition Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct have performed or complied in all material respects with their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing Date; (except, in each such case, for any inaccuracies that are de minimis in the aggregatec) both at and as of from the date of this Agreement and until the Closing Date, no Parent Material Adverse Effect shall have occurred; and (d) Parent shall have delivered a certificate to the Company, dated as of the Closing Date, as if made at Date and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each duly executed by a senior executive officer of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than certifying to the representations and warranties effect that the conditions set forth in Section 4.17.3(a), Section 4.2 7.3(b) and Section 4.37.3(c) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) and (iii) hereofbeen satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in (i) Article IV (other than in Section 4.1 4.1(a) (first, second and third sentences only), Section 4.1(c), 4.2(a), 4.2(c)(ii), 4.6(b), Section 4.11 and Section 4.14) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Material Adverse EffectEffect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, have a Material Adverse Effect on Parent, (ii) Sections 4.1(a) (first and second sentences only), 4.2(a), 4.2(c)(ii), Section 4.11 and Section 4.14 shall be true and correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in such representations and warranties) in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, (iii) Section 4.1(c) shall be true and correct in all respects, other than de minimis inaccuracies, at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (iv) Section 4.6(b) shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth thereinin clauses (i), (ii), (iii) and (iv), as applicable) only as of such date or period. (b) Parent and Merger Sub shall have performed and complied in all material respects with all covenants, obligations or other agreements required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Since the date of this Agreement, there shall not have been any fact, change, circumstance, event, occurrence, condition or development that, individually or in the aggregate, has not had, and had or would not reasonably be reasonably likely expected to have or result in, a Parent Material Adverse Effect, and Effect on Parent. (ivd) Parent shall have delivered to the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidentscertificate, dated the Closing DateDate and signed by an executive officer, certifying to the satisfaction of effect that the conditions set out forth in clauses (iSection 6.2(a), (iiSection 6.2(b) and (iiiSection 6.2(c) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section (i) Article IV (other than in Sections 4.1 (first sentence only), 4.2(a) (first two sentences only), 4.2(c)(ii), 4.5, and each of the representations and warranties made in Article IV that are qualified by “Parent Material Adverse Effect”) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of any such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)would not, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, (ii) Sections 4.1 (first sentence only), 4.2(a) (first two sentences only), 4.2(c)(ii) and 4.5 shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, and (iviii) each of the representations and warranties made in Article IV that are qualified by “Parent Material Adverse Effect” shall be true and correct in all respects both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) (ii), and (iii), as applicable) only as of such date or period. (b) Parent and Merger Sub shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidentscertificate, dated the Closing DateDate and signed by a duly authorized executive officer of Parent, certifying to the satisfaction of effect that the conditions set out forth in clauses (i), (iiSection 6.2(a) and (iiiSection 6.2(b) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub ETP and Merger Sub set forth in Section 4.1 (i) this Agreement (other than in Sections 4.2(a), 4.2(g), 4.10(b) and 4.10(c)) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent ETP Material Adverse Effect” set forth therein)Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result in, a Parent an ETP Material Adverse Effect, (ii) Sections 4.2(a) and (iv4.2(g) shall be true and correct both at and as of the Company shall have received a certificate date of each this Agreement and at and as of Parent, Delaware Sub the Closing Date as though made at and Merger Sub, executed on its behalf by its President or one as of its Vice Presidents, dated the Closing Date, certifying the satisfaction except for any immaterial inaccuracies, and (iii) Sections 4.10(b) and 4.10(c) shall be true and correct both at and as of the conditions date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set out forth in clauses (i), (ii) or (iii), as applicable) only as of such date or period. (b) ETP shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) ETP shall have delivered to the Company a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior officer of its general partner, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied. (d) The Common Units to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance. (e) ETP shall have received the following written opinions, on the basis of assumptions, representations and warranties set forth or referred to in such opinions, dated as of the Closing Date, in form and substance reasonably acceptable to the Company and upon which the Company and its counsel shall expressly be entitled to rely: (i) an opinion from Xxxxxxx XxXxxxxxx LLP to the effect that, for U.S. federal income tax purposes, ETP should not be treated as an investment company for purposes of Section 721(b) of the Code, and (iiiii) hereofan opinion from Xxxxxx & Xxxxxx L.L.P. to the effect that for U.S. federal income tax purposes, at least 90% of the gross income of ETP for the most recent four complete calendar quarters ending before the Effective Time for which necessary financial information is available constitutes qualifying income within the meaning of Section 7704(d) of the Code and ETP is treated as a partnership for federal income tax purposes pursuant to Section 7704(c) of the Code. In rendering such opinions, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of ETP, Merger Sub or others reasonably requested by such counsel. (f) The Company shall have received a written opinion from Xxxxxx, Xxxx & Xxxxxxxx LLP, on the basis of assumptions, representations and warranties set forth or referred to in such opinion, dated as of the Closing Date, to the effect that for U.S. federal income tax purposes the exchange of Company Common Stock for Common Units pursuant to the Merger should qualify as an exchange to which Section 721(a) of the Code applies. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of ETP, Merger Sub, the Company or others reasonably requested by such counsel and on the opinions described in Section 6.2(e). (g) Parent shall have executed and delivered to the Company the Partnership Agreement Amendment substantially in the form set forth in Annex A to this Agreement (the “Partnership Agreement Amendment”), with such Partnership Agreement Amendment to be effective as of the Effective Time.