CONDITIONS TO OBLIGATIONS OF HCCH AND MERGER SUB. The obligations of HCCH and Merger Sub hereunder are subject to the fulfillment or satisfaction, on and as of the Effective Date, of each of the following conditions (any one or more of which may be waived by HCCH, but only in a writing signed by HCCH):
CONDITIONS TO OBLIGATIONS OF HCCH AND MERGER SUB. The obligations of HCCH and Merger Sub hereunder are also subject to the fulfillment or satisfaction, on and as of the Effective Date, of each of the following conditions (any one or more of which may be waived by HCCH, but only in a writing signed by HCCH): (a) The representations and warranties of AVEMCO contained in Article IV shall be true and accurate on and as of the Effective Date with the same force and effect as if they had been made on the Effective Date or, in the case of representations and warranties made as of a specified date earlier than the Effective Date, on and as of such earlier date, except as affected by the transactions contemplated by this Agreement and except for such failures of representations or warranties to be true and correct (without regard to any materiality qualifiers contained therein) which, individually or in the aggregate, are not having and are not reasonably expected to have a Material Adverse Effect on AVEMCO, and AVEMCO shall have provided HCCH with a certificate executed by the Chief Executive Officer or the President and the Chief Financial Officer of AVEMCO, dated as of the Effective Date, to such effect. (b) AVEMCO shall have performed and complied with all of its covenants, agreements and obligations contained herein, in all material respects, on or before the Effective Date, and HCCH shall 38 44 receive a certificate to such effect signed by the Chief Executive Officer or the President and Chief Financial Officer of AVEMCO. (c) Except as set forth in the AVEMCO Disclosure Schedule, there shall not have occurred any event or circumstance resulting in a Material Adverse Effect with respect to AVEMCO from the date of this Agreement through the Closing Date. (d) HCCH shall have received from each person or entity who may be deemed pursuant to Section 6.13 to be an affiliate of AVEMCO or any other member of the AVEMCO Group a duly executed Affiliates' Agreement and such agreements shall remain in full force and effect. (e) HCCH shall have received a written opinion from Winsxxxx Xxxhxxxx & Minixx X.X. to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. In preparing such opinion, counsel may rely on (and to the extent reasonably required, the parties and their shareholders shall make) reasonable representations related thereto. (f) HCCH shall have received the opinions of Piper & Marbury L.L.P., counsel to AVEMCO and Thomxx X. Xxxxx, Xxnior Vice President...
