Common use of Conditions to Obligations of Onyx Clause in Contracts

Conditions to Obligations of Onyx. The obligations of Onyx to consummate the transactions contemplated hereby shall be further subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (1) The representations and warranties of the Company contained in Section 3.2(a) of this Separation Agreement (disregarding any Company Material Adverse Effect, materiality or similar qualifiers therein) shall be true and correct as of the date hereof and the Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct as of such specified date), except where any failure of any such representation or warranty to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect, provided, however, that the representations and warranties of the Company in Section 4.2 of the Merger Agreement (Authority, Enforceability), as modified pursuant to Section 3.2(a) of this Separation Agreement, shall be true in all but de minimis respects; (2) The Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it under this Separation Agreement at or prior to the Closing; (3) The representations and warranties of SV and its Designated Affiliates set forth in this Separation Agreement (disregarding any Parent Material Adverse Effect, materiality or similar qualifiers therein) shall be true and correct as of the date hereof and the Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct as of such specified date), except where any failure of such representation or warranty to be so true and correct has not had and would not reasonably be expected to have a Parent Material Adverse Effect; (4) Each of SV and its Designated Affiliates shall have performed in all material respects the material obligations, and complied in all material respects with the material agreements and covenants, required to be performed by or complied with by it under this Separation Agreement at or prior to the Closing; and (5) Onyx shall have received a certificate of an executive officer of (i) the Company, certifying that the conditions set forth in Sections 9.1(b)(1) and (2) have been satisfied and (ii) SV, certifying that the conditions set forth in Section 9.1(b)(3) and (4) have been satisfied. (6) Notwithstanding the foregoing, Onyx shall not, without the prior written consent of SV, amend, modify or waive any provision of this Separation Agreement if such amendment, modification or waiver would reasonably be expected to have an adverse effect on the New Diamond Business, New Diamond Assets or New Diamond Liabilities.