Common use of Conditions to Obligations of Parent and Acquisition Sub Clause in Contracts

Conditions to Obligations of Parent and Acquisition Sub. The obligations of Parent to perform this Agreement and of Acquisition Sub to perform this Agreement and effect the Merger, at or prior to the Closing are subject to the satisfaction of the following conditions unless waived (to the extent such conditions can be waived) by Parent and Acquisition Sub: (a) Representations and Warranties of the Company and the Stockholder. The representations and warranties of the Company and the Stockholder set forth in Section 3.1 and 3.2 hereof shall be true and correct in all material respects (except for any representation or warranty that by its term is qualified by materiality, in which case it shall be true and correct in all respects) as of the Closing Date (excluding any representation or warranty that refers specifically to the date of this Agreement, "the date hereof" or any other date other than the Closing Date) as though made on and as of the Closing Date, and Parent and Acquisition Sub shall have received certificates signed by the Chief Executive Officer or President of the Company and the Stockholder to that effect. (b) Performance of Obligations of the Company and the Stockholder. The Company and the Stockholder shall have performed in all material respects the obligations required to be performed by it and them, respectively, under this Agreement prior to or as of the Closing Date, and Parent and Acquisition Sub shall have received a certificate signed by the Chief Executive Officer on behalf of the Company and the Stockholder, respectively, to that effect.

Conditions to Obligations of Parent and Acquisition Sub. The obligations of Parent to perform this Agreement and of Acquisition Sub to perform this Agreement and effect consummate the Merger, Mergers shall be further subject to the satisfaction or waiver at or prior to the Closing are subject to the satisfaction of the following conditions unless waived (to the extent such conditions can be waived) by Parent and Acquisition Subconditions: (a) Representations and Warranties of the Company and the Stockholder. The representations and warranties of the Company and the Stockholder set forth contained in Section 3.1 and 3.2 hereof this Agreement (disregarding any Company Material Adverse Effect, materiality or similar qualifiers therein) shall be true and correct in all material respects (except for any representation or warranty that by its term is qualified by materiality, in which case it shall be true and correct in all respects) as of the date hereof and the Closing Date (excluding any representation or warranty that refers specifically to the date of this Agreement, "the date hereof" or any other date other than 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 Closing Date, representations and Parent and Acquisition Sub shall have received certificates signed by the Chief Executive Officer or President warranties of the Company and the Stockholder to that effect.in Section 4.2 (Authority; Enforceability) shall be true in all but de minimis respects; (b) Performance of Obligations Each of the Company Company, New Diamond and the Stockholder. The Company and the Stockholder New Diamond Merger Sub shall have performed in all material respects the obligations obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it and them, respectively, under this Agreement at or prior to or as of the Closing DateEffective Time; provided, and that the Company’s failure to comply with the notification requirements in Section 6.11 shall not cause the condition set forth in this Section 7.2(b) to fail to be satisfied; and (c) Parent and Acquisition Sub shall have received a certificate signed by of the Chief Executive Officer on behalf and the Chief Financial Officer of the Company Company, certifying that the conditions set forth in Sections 7.2(a) and the Stockholder, respectively, to that effect(b) have been satisfied.

Conditions to Obligations of Parent and Acquisition Sub. The ------------------------------------------------------- obligations of Parent to perform this Agreement and of Acquisition Sub to perform this Agreement and effect the Merger, at or prior to the Closing are subject to the satisfaction of the following conditions unless waived (to the extent such conditions can be waived) by Parent and Acquisition Sub: (a) Representations and Warranties of the Company and the Stockholder. The representations and warranties of the Company and the Stockholder set forth in Section 3.1 and 3.2 hereof shall be true and correct in all material respects (except for any representation or warranty that by its term is qualified by materiality, in which case it shall be true and correct in all respects) as of the Closing Date (excluding any representation or warranty that refers specifically to the date of this Agreement, "the date hereof" or any other date other than the Closing Date) as though made on and as of the Closing Date, and Parent and Acquisition Sub shall have received certificates signed by the Chief Executive Officer or President of the Company and the Stockholder to that effect. (b) Performance of Obligations of the Company and the Stockholder. The Company and the Stockholder shall have performed in all material respects the obligations required to be performed by it and them, respectively, under this Agreement prior to or as of the Closing Date, and Parent and Acquisition Sub shall have received a certificate signed by the Chief Executive Officer on behalf of the Company and the Stockholder, respectively, to that effect.

Conditions to Obligations of Parent and Acquisition Sub. The ------------------------------------------------------- obligations of Parent to perform this Agreement and of Acquisition Sub to perform this Agreement and effect the Merger, at or prior to the Closing Agreement of Merger are subject to the satisfaction of the following conditions unless waived (to the extent such conditions can be waived) by Parent and Acquisition Sub: (a) Representations and Warranties of the Company and the StockholderManagement ---------------------------------------------------------------- Stockholders. The representations and warranties of the Company and the Stockholder ------------ Management Stockholders set forth in Section 3.1 and the Management Stockholders set forth in Section 3.2 hereof shall be true and correct in all material respects (except for any representation or warranty that by its term terms is qualified by materiality, in which case it shall be true and correct in all respects) as of the Closing Date (excluding any representation or warranty that refers specifically to the date of this Agreement, "as of the date hereof" or any other date other than Stockholder Action, as of the Closing Date) as though made on Date and as of the Closing DateEffective Time as though made at and as of such dates, respectively, and Parent and Acquisition Sub shall have received certificates a certificate signed by the Chief Executive Officer or President of the Company and the Stockholder each Management Stockholder, respectively, to that effect. (b) Performance of Obligations of the Company and the StockholderManagement ------------------------------------------------------------ Stockholders. The Company and the Stockholder Management Stockholders shall have ------------ performed in all material respects the obligations required to be performed by it and them, respectively, under this Agreement prior to or as of the Closing Date, and Parent and Acquisition Sub shall have received a certificate signed by the Chief Executive Officer on behalf of the Company and the each Management Stockholder, respectively, to that effect.