Conditions to Obligations of Motor, ParentCo and Each Merger Sub. The obligations of Motor, ParentCo and each Merger Sub to consummate the Transactions will be subject to the satisfaction or written waiver (in whole or in part) at or prior to the Reincorporation Merger Effective Time of each of the following conditions:
(a) (i) each of the Surge Fundamental Representations shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct as of such date or time), other than the failure of such Surge Fundamental Representations to be true and correct in any de minimis respect and (ii) the other representations and warranties of Surge contained in this Agreement (without giving effect to any references to any Surge Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be so true and correct as of such date or time).
(b) Surge shall have performed and complied in all material respects with the agreements and covenants to be performed or 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 a Surge Material Adverse Effect.
(d) Surge shall have delivered to Motor a certificate, executed by an executive officer of Surge, dated as of the Closing Date, certifying that the conditions set forth in subsections (a), (b) and (c) of this Section 5.2 have been satisfied.
(e) Surge shall have delivered to Motor effective as of the Closing an affidavit issued to ParentCo by an officer of Surge as required by Treasury Regulation Section 1.1445- 11T(d)(2) certifying to the matters set forth therein in form and substance reasonably satisfactory to ParentCo.
(f) Each Employment Agreement shall be in full force and effect.
(g) Each Lock-Up Agreement shall be in full force and effect.
(h) Each Non-Compete Agreement shall be in full force and effect.
(i) The Surge Capitalization Infusion shall have been completed.
(j) Surge shall hav...
