Common use of Conditions to Obligations of Parent and Merger Sub to Effect the Merger Clause in Contracts

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment (or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (i) The representations and warranties of the Company set forth in Sections 3.1(a), 3.2, 3.22 and 3.23 and the first sentence of Section 3.3(a) 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), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct 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), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with, in all material respects, all material obligations and covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent 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 6.3(a) and (b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are is further subject to the fulfillment (or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) (i) The the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b) and 3.2(d)(ii)) set forth in Sections 3.1(a), 3.2, 3.22 and 3.23 and the first sentence of Section 3.3(a) herein that are qualified by a “Company Material Adverse Effect” shall be true and correct in all material respects, both when made and as so qualified at and as of the Closing Date, Date as if made at and as of such time (except to the extent any such representation or warranty expressly made as of relates to an earlier date, in which case as of such date), (ii) the representation representations and warranty warranties of the Company contained in the first sentence of Section 3.10 (other than Sections 3.2(a), 3.2(b) and 3.2(d)(ii)) set forth herein that are not qualified by a “Company Material Adverse Effect” shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent any such representation or warranty expressly made as of relates to an earlier date, in which case as of such date), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tocorrect, individually or in the aggregate, have would not reasonably be expected to result in a Company Material Adverse EffectEffect and (iii) the representations and warranties of the Company set forth in Sections 3.2(a), 3.2(b) and 3.2(d)(ii) shall be true and correct in all but de minimis respects. (b) The Company shall have, and shall have performed and complied withcaused its Subsidiaries to have, in all material respects, respects performed all material obligations and complied with all covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it or its Subsidiaries prior to the Effective Time. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section Sections 6.3(a) and (b6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are is further subject to the fulfillment (or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.1(aSection 3.10(a) shall be true and correct in all respects both when made and at and as of the Closing Date, as if made at and as of such time, (ii) the representations and warranties of the Company set forth in Section 3.2(a), 3.2, 3.22 Section 3.2(b) and 3.23 and the first sentence of Section 3.3(a3.10(b) shall be true and correct in all material respects, 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), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) herein shall be true and correct 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), except with respect to 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 “material adverse effect” qualifiers set forth therein) would not reasonably be expected tohave, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with, in all material respects, respects performed all material obligations and complied with all covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.3(a) and (b6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment (or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.1(a), 3.2, 3.22 Section 3.2(a) and 3.23 (b) and the first sentence of Section 3.3(a) 3.20 shall be true and correct in all material respectsrespects (except, both when made in the case of Sections 3.2(a) and (b), for such inaccuracies as are de minimis in the aggregate), in each case 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), and (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) herein shall be true and correct both when made in each case 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), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tohave, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with, in all material respects, respects performed all material obligations and complied with all covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior executive officer, certifying to the effect that the conditions set forth in Section Sections 6.3(a) and (b6.3(b) have been satisfied. (d) Since the date of this Agreement there shall not have occurred and be continuing any Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment (or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.1(aSection 3.2(a), 3.2, Section 3.2(b) and Section 3.22 and 3.23 and the first sentence of Section 3.3(a) shall be true and correct in all material respects, respects (other than de minimis inaccuracies in Section 3.2(a) or Section 3.2(b)) both when made and at and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly made as of an earlier date, in which case as of such date), (ii) the representation and warranty of the Company contained set forth in the first sentence of Section 3.10 3.10(b) shall be true and correct in all respects both when made and at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (iii) the other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct 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), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without regard to any qualifications or exceptions contained as to materiality or Company Material Adverse Effect contained in such representations and warranties) would not reasonably be expected tohave, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with, in all material respects, respects all material obligations and complied with all covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent 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 6.3(a) and (bSection 6.3(b) have been satisfied. (i) The Company shall have complied with its obligations under (x) Section 1 of Schedule 5.12 in all respects, and (y) solely to the extent the Company determines to effect the Captive Alternative after consultation with Parent, clause (A) of Section 2 and Section 5 of Schedule 5.12 in all respects, (ii) all actions necessary to consummate the Legacy Transfer Transaction with effect immediately after the Closing shall have been completed, (iii) the Company shall have delivered to Parent a written confirmation from the third-party reinsurer that is a party to the Loss Portfolio Contract that such third-party reinsurer is ready, willing and able to execute the Loss Portfolio Contract immediately following the Closing, and (iv) all Loss Portfolio Approvals shall have been obtained. (e) Immediately prior to the Closing, (i) the Company shall have paid all Transaction Expenses, (ii) the Borrowings under the Revolving Credit Facility (each as defined in the Existing Credit Agreement) shall not be in excess of $15,000,000, and (iii) except as set forth in Section 6.3(e) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries shall have any outstanding obligations (contingent or otherwise) under or in respect of indebtedness for borrowed money (other than any indebtedness among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries), letters of credit, capital leases or purchase money debt. (f) After the date of this Agreement, there shall not have occurred any event, change, occurrence or effect that would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment satisfaction (or waiver in writing by the Parent and Merger Sub) at or prior to the Effective Time of each of the following conditions: (ia) The representations and warranties of the Company set forth in Sections 3.1(a), 3.2, 3.22 and 3.23 and the first sentence of Section 3.3(a) this Agreement shall be true and correct (disregarding any limitation as to “materiality,” “Company Material Adverse Effect” or similar qualifiers set forth therein, except with respect to such “materiality” qualifier included in all material respects, Section 3.2(a)) both when made and at and as of the Closing Date, as if made at and as date of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made this Agreement and at and as of the Closing Date with the same force and effect as if made on the Closing Date (iii) the other except that those representations and warranties that are made as of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall a particular date or period must be true and correct both when made and at and as of the Closing Date, as if made at and only as of such time (except to the extent expressly made as of an earlier date, in which case as of such datedate or period), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tonot, individually or in the aggregate, have a Company Material Adverse Effect. (b; provided, however, that the representations and warranties of the Company contained in Sections 3.2(a) The and 3.2(b) shall be true and correct in all respects and that the representations and warranties of the Company contained in Section 3.3(a) shall have performed be true and complied with, correct in all material respects, all material obligations respects both at and covenants (other than as of the obligations and covenants set forth in Section 5.13) required by date of this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent a certificate, dated and at and as of the Closing Date with the same force and signed by its Chief Executive Officer or another senior officer, certifying to effect as if made on the effect that the conditions set forth in Section 6.3(a) and (b) have been satisfiedClosing Date.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment satisfaction (or waiver in writing by Parent and Merger SubSub to the extent permitted by applicable Law) at or prior to the Effective Time Closing Date of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.1(a), 3.2, 3.22 and 3.23 and the first sentence of Section 3.1(a), Section 3.2(b), Section 3.3(a) and Section 3.21 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), ; (ii) the representation representations and warranty warranties of the Company contained set forth in the first sentence of Section 3.10 3.11(a) shall be true and correct in all respects both when made respects, (iii) the representations and at and as of the Closing Date warranties set forth in Section 3.2(a) shall be true in all respects, except for any de minimis inaccuracies and (iiiiv) the other representations and warranties of the Company set forth in Article III 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct 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), except with respect to this clause (iiiiv) where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected toto have, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with, in all material respects, respects all obligations and complied in all material obligations and respects with all covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it prior to the Effective TimeClosing Date. (c) Since the date of this Agreement there shall not have occurred a Company Material Adverse Effect. (d) The Company shall have delivered to Parent 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 6.3(a), Section 6.3(b) and (bSection 6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions to be effected at the Closing as contemplated hereby are further subject to the fulfillment (or waiver in writing by Parent and Merger SubParent) at or prior to and as of the Effective Time Closing of the following conditions: (a) (i) The representations and warranties of the Company set forth contained in Sections 3.1(a), 3.2, 3.22 and 3.23 and the first sentence of Section 3.3(a) this Agreement that are qualified by “Company Material Adverse Effect” 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 other than any such representation and warranty that by its terms addresses matters only as of an earlier dateanother specified time, in which case shall be true only as of such date), time) and (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth contained in Article III (disregarding all this Agreement, without giving effect to any materiality and or “Company Material Adverse Effect Effect” qualifications contained therein) , shall be true and correct 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 other than any such representation and warranty that by its terms addresses matters only as of an earlier dateanother specified time, in which case shall be true only as of such datetime), except with respect to only such exceptions in the case of this clause (iiiii) where the failure of such representations as have not had, and warranties to be so true and correct would not reasonably be expected toto have, individually or in the aggregate, have a Company Material Adverse Effect; provided, however, that (x) the representations and warranties of the Company contained in Section 4.2 shall be true at and as of the Closing as if made at and as of such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true only as of such time) except where the failure of such representations to be true at and as of the Closing, or such specified time, as applicable, does not result in additional aggregate consideration payable by Parent or the Surviving Corporation pursuant to this Agreement in excess of a de minimis amount and (y) each of the representations and warranties of the Company contained in Section 4.3, Section 4.20 and Section 4.22 shall be true in all material respects at and as of the Closing as if made at and as of such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true in all material respects only as of such time). (b) The Company shall have performed and complied with, in all material respects, respects all obligations and complied in all material obligations and respects with all covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it at or prior to the Effective TimeClosing. (c) Between the date of this Agreement and the Closing Date, there shall not have occurred any Circumstance, which has had, or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. (d) The Company shall have delivered to Parent 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 6.3(a7.3(a) and (bSection 7.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment satisfaction (or waiver in writing by Parent and Merger Sub) at or prior Sub to the Effective Time extent permitted by applicable Law) of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.1(aSection 3.1, Section 3.2, Section 3.3(a), 3.2Section 3.10(a), 3.22 Section 3.16 and 3.23 and the first sentence of Section 3.3(a) 3.20 shall be true and correct in all material respectsrespects (other than Section 3.2(a) and (b), which shall be true and correct in all respects except for de minimus changes) both when made and at and as of the Closing Date, with the same force and effect 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 (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained thereinother than those set forth in clause (i) hereof) shall be true and correct both when made and at and as of the Closing Date, with the same force and effect 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 with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without regard to any qualifications as to “Company Material Adverse Effect” or materiality contained in such representations and warranties) would not reasonably be expected tohave, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with, in all material respects, respects all material obligations and complied with all covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent 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 6.3(a) and (bSection 6.3(b) have been satisfied. (d) Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further shall be subject to the fulfillment satisfaction (or waiver in writing by Parent and Merger SubParent) at or prior to the Effective Time of the following additional conditions: (ia) The Each of the representations and warranties of the Company set forth contained in (i) Sections 3.1(a)2.1, 3.22.2, 3.22 2.3, 2.4, 2.9 and 3.23 and the first sentence of Section 3.3(a) 2.22 shall be true and correct in all material respects, both when made and respects at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made other than representations and warranties that by their terms address matters only as of an earlier dateanother specified date or time, in which case as of such date), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all material respects both when made and at and only as of the Closing Date such date or time) and (iiiii) the this Agreement other representations and warranties than those Sections specifically identified in clause (i) of the Company set forth in Article III this Section 5.3(a) (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made other than representations and warranties that by their terms address matters only as of an earlier dateanother specified date or time, in which case shall be true and correct, disregarding all materiality and Company Material Adverse Effect qualifications contained therein, only as of such datedate or time), except with respect to only such exceptions, in the case of this clause (iiiii) where the failure of such representations only, as have not had and warranties to be so true and correct would not reasonably be expected tohave, individually or in the aggregate, have a Company Material Adverse Effect; provided that solely for purposes of clause (i) above, if one or more inaccuracies in Section 2.2 would cause the aggregate amount required to be paid by Parent or Merger Sub in connection with the Closing to increase by $2,000,000 or more, such inaccuracy or inaccuracies shall be considered material for purposes of clause (i) of this Section 5.3(a) and a failure of the condition set forth in Section 5.3(a)(i). (b) The Company shall have performed and or complied with, in all material respects, all material obligations each of its obligations, agreements and covenants (other than the obligations and covenants set forth in Section 5.13) required by under this Agreement to be performed or complied with by it at or prior to the Effective Time.; (c) Since January 31, 2016, there shall not have occurred any change, event, circumstance, development or effect that has had or constitutes, individually or in the aggregate, a Company Material Adverse Effect; and (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an executive officer of the Company and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.3(a5.3(a) and (b) have been satisfiedthrough Section 5.3(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further shall be subject to the fulfillment (satisfaction or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following additional conditions: (i) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and (ii)(A) the representations and warranties of the Company set forth contained in Sections 3.1(athis Agreement shall be true and correct in all respects when made and as of the Effective Time as if made at such time (except to the extent such representations and warranties speak as of a specified date, they need be true and correct in all respects only as of such specified date), 3.2interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the defined term Company Material Adverse Effect, 3.22 except where the failure of all such representations and 3.23 warranties to be true and correct, in the first sentence aggregate, has not had a Company Material Adverse Effect and (B) the representations and warranties of the Company contained in Section 3.3(a) 2.2, Section 2.23, Section 2.26, Section 2.27 and Section 2.28 shall be true and correct in all material respects, both respects when made and at and as of the Closing Date, Effective Time as if made at and as of such time (except that to the extent expressly made such representations and warranties speak as of an earlier a specified date, in which case as of such date), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall they need be true and correct in all material respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and as of the Closing Date, as if made at and only as of such time (except to the extent expressly made as of an earlier date, in which case as of such specified date), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.; (b) The Company Parent and Merger Sub shall have performed received a certificate of the chief executive officer and complied with, in all material respects, all material obligations and covenants (other than chief financial officer of the obligations and covenants Company as to the satisfaction of the conditions set forth in Section 5.13) required by this Agreement to be performed or complied with by it prior to the Effective Time.5.3(a); (c) The Company shall have delivered provided to Parent and Merger Sub a certificate, dated as of the Closing Date certificate in accordance with Treasury Regulation Sections 1.897-2(h) and signed by its Chief Executive Officer or another senior officer, certifying 1.1445-2(c)(3) to the effect that the conditions Company is not currently, and was not at any time during the specified period in Section 897(c)(1)(A)(ii) of the Code, a “United States Real Property Holding Corporation” as that term is defined in Section 897(c)(2) of the Code; (d) All the outstanding shares of Company Convertible Preferred Stock shall be redeemed at the Effective Time in consideration for the payment of the Redemption Amount; (e) The Company shall have received the Payoff Documents set forth in Section 6.3(a5.3(e) of the Company Disclosure Letter, in form and substance reasonably satisfactory to Parent; (i) All Additional Payments relating to the Business Acquisitions set forth in Section 2.26(a) (only with respect to the Crush matter) and Section 2.26(b) of the Company Disclosure Schedule shall have been satisfied in full and shall not be subject to any negotiation, claim, reservation, arbitration, litigation or other dispute by any Person (other than with respect to Xxxxxx Xxxxxx Studios, Inc.) and (bii) the amount that shall have been satisfiedpaid by the Company and its Subsidiaries after the date hereof with respect to all Additional Payments relating to the Business Acquisitions shall not be greater than the amounts set forth in Section 2.26(a) and Section 2.26(b) of the Company Disclosure Schedule; and (g) Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment (satisfaction or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.1(a), 3.2, 3.22 Section 3.2(a) and 3.23 and the first sentence of Section 3.3(a3.7(ii) shall be true and correct in all material respects(except, with respect to Section 3.2(a), for any de minimis inaccuracies) 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), ; (ii) the representation representations and warranty warranties of the Company contained set forth in the first sentence of Section 3.10 3.2 (other than Section 3.2(a)), Section 3.4 and Section 3.25 shall be true and correct in all material respects both when made and at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) the all other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) 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), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tocorrect, individually or in the aggregateaggregate has not had, and would not be reasonably expected to have a Company Material Adverse Effect.. Parent shall have received a certificate signed on behalf of the Company by each of two senior executive officers of the Company to the foregoing effect; (b) The Company shall have performed and complied with, in all material respectsrespects its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement, all material obligations and covenants Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer to such effect; (c) Since the date of this Agreement, there shall not have occurred any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (d) On behalf of the holders of shares of Company Common Stock and any other than equity interests in the obligations Company, the Company shall have provided to Parent and covenants Merlin Holdco a duly completed and executed certificate, meeting the requirements of Treasury Regulations Section 1.1445-2(c)(3) and dated as of the Closing Date, to the effect that the Company is not, and has not been during the applicable time period set forth in Section 5.13897(c)(1)(A)(ii) of the Code, a United States real property holding corporation and, accordingly, the shares of Company Common Stock are not U.S. real property interests; and (1) Parent shall have received an opinion of any of KPMG LLP, Xxxxxx & Xxxxxx LLP or if none of the foregoing is able or willing to render the required by this Agreement to be performed opinion, a nationally recognized tax advisor or complied with by it prior legal counsel, in each case reasonably acceptable to the Effective Time. (c) The Company shall have delivered to and Parent a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that Section 7874 of the conditions Code, the regulations promulgated thereunder, and any official interpretation thereof as set forth in published guidance by the IRS should not apply in such a manner so as to cause Parent to be treated as a domestic corporation for U.S. federal income tax purposes pursuant to Section 6.3(a7874(b) of the Code after giving effect to the transactions contemplated by this Agreement from and after the Closing Date or (2) the Company shall have received an opinion of O’Melveny & Xxxxx LLP or Ernst & Young LLP or if none of the foregoing is able or willing to render the required opinion, a nationally recognized tax advisor or legal counsel, in each case reasonably acceptable to the Company and Parent which opinion (x) satisfies the condition in Section 6.2(e), (y) has been provided to Parent and (bz) have been satisfiedParent shall be specifically permitted by the issuer of such opinion to rely on such opinion. In rendering such opinion, O’Melveny & Xxxxx LLP, KPMG LLP, Ernst & Young LLP, Xxxxxx & Xxxxxx LLP or such other nationally recognized tax advisor or legal counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the Parties and any of their respective affiliates as to such matters as such counsel may reasonably request.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further shall be subject to the fulfillment (satisfaction or waiver (to the extent permitted by Applicable Law) by Parent in writing by Parent and Merger Sub) at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of the Company set forth contained in Sections 3.1(aSection 5.1, Section 5.3(a) and, solely with respect to the Company, Section 5.3(b), 3.2Section 5.4, 3.22 Section 5.9(a) and 3.23 and the first sentence of Section 3.3(a) 5.24 shall be true and correct in all material respects(except, both when with respect to Section 5.3(a) and, solely with respect to the Company, Section 5.3(b), for de minimis inaccuracies) as of the date of this Agreement and as of the Closing, as though made and at on 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 earlier date), and (ii) the representation and warranty each of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth contained in Article III this Agreement, excluding the representations and warranties identified in the foregoing clause (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) i), shall be true and correct both when (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing, as though made and at on 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 earlier date), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tocorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.; (b) The Company shall have performed and or complied with, in all material respectsrespects with its obligations, all material obligations agreements and covenants (other than the obligations and covenants set forth in Section 5.13) required by under this Agreement to be performed or complied with by it on or prior to the Effective Time.; (c) Since the date of this Agreement, no Effect shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; and (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an officer of the Company and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.3(a9.3(a), Section 9.3(b) and (b) have been satisfiedSection 9.3(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment (satisfaction or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.1(a)Section 3.1, 3.2, 3.22 Section 3.2 and 3.23 and the first sentence of Section 3.3(a) 3.3 shall be true and correct in all material respects, both when made at and as of the date of this Agreement 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 (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III this Agreement (disregarding all materiality other than the representations and Company Material Adverse Effect qualifications contained thereinwarranties set forth in Section 3.1, Section 3.2 and Section 3.3) shall be true and correct (without giving effect to any limitation as to materiality or Material Adverse Effect set forth therein) both when made at and as of the date of this Agreement 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), except with respect to in the case of this clause (iiiii) where the failure for any failures of such representations and warranties to be so true and correct would not reasonably be expected to(without giving effect to any limitation as to materiality or Material Adverse Effect set forth therein) that, individually or in the aggregate, have not had, and would not be reasonably likely to have, a Company Material Adverse Effect.Effect on the Company; (b) The Company shall have performed and complied with, in all material respects, all respects each of its material covenants and obligations and covenants (other than the obligations and covenants set forth in Section 5.13) required by under this Agreement required to be performed or complied with by it at or prior to the Effective Time.Time pursuant to the terms of this Agreement; (c) The Company Parent shall have delivered to Parent received a certificate, dated as certificate signed on behalf of the Closing Date and signed Company by its the Chief Executive Officer or another senior officer, certifying and Chief Financial Officer of the Company to the effect that the conditions set forth in Section 6.3(aclauses (a) and (b) above have been so satisfied.; (d) From the date of this Agreement through the Effective Time, there shall not have occurred any events, circumstances or developments that, individually or in the aggregate, have had a Material Adverse Effect on the Company; (e) Parent shall have received the opinion of Xxxxxxx Xxxx, in form and substance reasonably satisfactory to Parent, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 6.3(e), Xxxxxxx Xxxx shall have received and may rely upon the certificates and representations referred to in Section 5.13(c) hereof. After the Company Required Vote, Parent shall not waive receipt of a tax opinion from Xxxxxxx Xxxx as a condition to Closing unless further approval of the shareholders of the Company is obtained with appropriate disclosure;

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are is further subject to the fulfillment (or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (ia) The representations and warranties of the Company set forth in Sections 3.1(a), 3.2, 3.22 and 3.23 and the first sentence of Section 3.3(a) this Agreement shall be true and correct in all material respects, (disregarding any limitation as to “materiality,” “Company Material Adverse Effect” or similar qualifiers set forth therein) both when made and at and as of the Closing Date, as if made at and as date of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made this Agreement and at and as of the Closing Date with the same force and effect as if made on the Closing Date (iii) the other except that those representations and warranties that are made as of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall a particular date or period must be true and correct both when made and at and as of the Closing Date, as if made at and only as of such time (except to the extent expressly made as of an earlier date, in which case as of such datedate or period), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tonot, individually or in the aggregate, have a Company Material Adverse Effect; provided, however, that the representations and warranties of the Company contained in Sections 3.2(a), 3.3(a), 3.16(a), 3.19 and 3.21 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 with the same force and effect as if made on the Closing Date. (b) The Company shall have performed and complied with, in all material respects, respects performed all material obligations and complied with all the covenants (other than the obligations and covenants set forth in Section 5.13) agreements required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent Merger Sub a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section Sections 6.3(a) and (b6.3(b) have been satisfied. (d) Since the date of this Agreement, there shall not have occurred any fact, circumstance, event, change, effect, development or occurrence which, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect. (e) [Intentionally omitted.] (f) [Intentionally omitted.]. (g) The Board of Directors shall not have (i) made or resolved to make a Change of Recommendation, (ii) approved or recommended any Alternative Proposal (including any Company Superior Proposal) or any Acquisition Agreement or resolved or agreed or publicly proposed to take any such action, (iii) delivered, or caused to be delivered, to Parent or Merger Sub the notice contemplated by Section 5.3(d) or Section 5.3(e). (h) There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or any other person, in each case that has a reasonable likelihood of success, (A) seeking to restrain or prohibit the consummation of the Merger or any other Transaction or seeking to obtain from the Company, Parent or Merger Sub any damages that are material in relation to the Company and its Subsidiaries taken as a whole, (B) seeking to prohibit or limit the ownership or operation by the Company, Parent or any of their respective Subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective Subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective Subsidiaries, or to compel the Company, Parent or any of their respective Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, as a result of the Merger or any other Transaction, (C) seeking to prohibit Parent or any of its Subsidiaries from effectively controlling in any material respect the business or operations of the Company and its Subsidiaries or (D) which otherwise is reasonably likely to have a Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment satisfaction (or waiver in writing by Parent and Merger Sub) at or prior Sub to the Effective Time extent permitted by applicable Law) of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.1(aSection 3.2(a), 3.2, 3.22 and 3.23 Section 3.2(b) and the first sentence of Section 3.10 shall be true and correct in all 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), other than, solely in the case of Section 3.2(a) and Section 3.2(b), de minimis inaccuracies; (ii) the representations and warranties of the Company set forth in Section 3.1(a) solely with respect to the Company’s due organization, valid existence, good standing and corporate power and authority, Section 3.3(a) and Section 3.21 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), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date ; and (iii) the other representations and warranties of the Company set forth in Article III 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct 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), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tohave, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with, in all material respects, respects all obligations and complied in all material obligations and respects with all covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent 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 6.3(a) and (bSection 6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment satisfaction (or waiver in writing by Parent and Merger SubSub to the extent permitted by applicable Law) at or prior to the Effective Time of the following conditions: (i) The representations and warranties of the Company set forth in Sections 3.1(a), 3.23.2(b), 3.22 3.2(c), 3.2(d), 3.3(a), 3.22(a) and 3.23 and the first sentence of Section 3.3(a) 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), ; (ii) the representation representations and warranty warranties of the Company contained set forth in the first sentence of Section 3.10 3.2(a) shall be true and correct in all respects both when made and at and as of the Closing Date other than de minimis inaccuracies; and (iii) the other representations and warranties of the Company set forth in Article III 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein, other than those in Section 3.11) shall be true and correct 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), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tonot, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with, in all material respects, respects all material obligations and complied with all covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent 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 6.3(a) and (bSection 6.3(b) have been satisfied. (d) Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further shall be subject to the fulfillment (satisfaction or waiver (to the extent permitted by Applicable Law) by Parent in writing by Parent and Merger Sub) at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of the Company set forth contained in Sections 3.1(aSection 5.1, Section 5.2(a), 3.2Section 5.3(a), 3.22 Section 5.3(c) (solely with respect to the Company), Section 5.4, Section 5.10(a) and 3.23 and the first sentence of Section 3.3(a) 5.25 shall be true and correct in all material respects(except, both when with respect to Section 5.3(a) and Section 5.3(c) (solely with respect to the Company), for de minimis inaccuracies) as of the date of this Agreement and as of the Closing, as though made and at on 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 earlier date), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth contained in Article III Section 5.2(b), the first sentence of Section 5.2(d), Section 5.3 (disregarding all materiality except with respect to Section 5.3(a) and Company Material Adverse Effect qualifications contained thereinSection 5.3(c) (solely with respect to the Company)) and Section 5.23 shall be true and correct both when as of the date of this Agreement and as of the Closing, as though made and at on 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 earlier date) in all material respects (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties) and (iii) each of the other representations and warranties of the Company contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tocorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.; (b) The Company shall have performed and or complied with, in all material respectsrespects with its obligations, all material obligations agreements and covenants (other than the obligations and covenants set forth in Section 5.13) required by under this Agreement to be performed or complied with by it at or prior to the Effective Time.; (c) Since the date of this Agreement, no event, occurrence, fact, condition, change, development or effect shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an officer of the Company and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.3(a9.3(a), Section 9.3(b) and (b) have been satisfiedSection 9.3(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment (satisfaction or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) (i) The the representations and warranties of the Company set forth in Sections 3.1(a), 3.2, 3.22 and 3.23 and the first sentence of this Agreement (other than those set forth in Section 3.3(a3.2 or Section 3.23) shall be true and correct in all material respects, both when as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made and at on 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), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct 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), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a Material Adverse Effect (disregarding for these purposes (A) any qualification or exception for, or reference to, individually materiality in any such representation or in warranty and (B) any use of the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with, terms “material,” “materiality,” “in all material respects, all ,” “material obligations adverse change,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty); and covenants (other than the obligations representations and covenants warranties of the Company set forth in Section 5.13) required by 3.2 and Section 3.23 of this Agreement to shall be performed or complied with by it prior true and correct in all material respects as of the date of this Agreement and (except to the Effective Time. (cextent such representations and warranties speak as of an earlier date) The Company shall have delivered to Parent a certificate, dated as of the Closing Date as though made on and signed by its Chief Executive Officer or another senior officer, certifying to as of the effect that the conditions set forth in Section 6.3(a) and (b) have been satisfied.Closing Date;

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations respective obligation of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further shall be subject to the fulfillment (or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (i) The representations and warranties of the Company set forth in (A) Sections 3.1(a4.2, 4.9(i), 3.24.17, 3.22 and 3.23 4.21 and the first sentence of Section 3.3(a) 4.18 shall be true and correct in all material respects, both when at and as of the date of this Agreement and at and as of the Closing Date as if made and at and as of the Closing Date, (B) Section 4.3 shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as if 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 earlier date), ) except for de minimis inaccuracies and (iiC) the representation and warranty any other Section of the Company contained in the first sentence of Section 3.10 this Agreement shall be true and correct in all respects both when made (without giving effect to any materiality or Company Material Adverse Effect qualifiers) at and as of the date of this Agreement and at and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and as of the Closing Date, as if 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 earlier date), except with respect to this clause (iii) where the failure of such representations and warranties referred to in this clause (C) to be so true and correct would does not reasonably be expected toconstitute, individually or in the aggregate, have a Company Material Adverse Effect, and (ii) Parent shall have received at the Closing a certificate signed on behalf of the Company by a senior executive officer of the Company to the effect that the conditions set forth in Section 7.2(a)(i) have been satisfied. (b) The Company shall have performed and complied with, in all material respects, respects all material obligations and covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Effective Time. (c) The Company Closing Date, and Parent shall have delivered to Parent received a certificate, dated as certificate signed on behalf of the Closing Date and signed Company by its Chief Executive Officer or another a senior officer, certifying executive officer of the Company to the effect that the conditions set forth in Section 6.3(a) and (b) have been satisfiedsuch effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are further subject to the fulfillment (satisfaction or waiver in writing by Parent and Merger Sub) at or prior to the Effective Time Closing of the following conditions: (ia) The representations and warranties of the Company set forth in Sections 3.1(a), 3.2, 3.22 and 3.23 and the first sentence of Section 3.3(a) 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), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 this Agreement shall be true and correct in all respects both when (but without regard to materiality qualifications or references to Company Material Adverse Effect contained in any specific representation or warranty) as of the date of this Agreement and as of the date of the Closing as though made and at on and as of the Closing Date and (iii) the other representations and warranties of the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent for representations or warranties expressly made as of an earlier a specific date, in the accuracy of which case will be determined as of such the specified date), except with respect to this clause (iii) where the any failure of such representations and warranties in the aggregate to be so true and correct in all respects would not reasonably be expected to, individually or in the aggregate, to have a Company Material Adverse Effect.; (b) The Company shall have performed and complied with, in all material respects, respects all material obligations and covenants (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Effective Time.; (c) The Company shall have delivered to Parent a certificatecertificate to the effect that each of the conditions specified in Sections 6.2(a) and (b) above has been satisfied in all respects; and (d) Parent shall have received the opinion of King & Spalding, in form and substance reasonably satisfactory to Parent, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Sub and the Company, all of which are consistent with the state of facts existing as of the Closing Date and signed by its Chief Executive Officer or another senior officerEffective Time, certifying to the effect that the conditions set forth Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 6.2(d), King & Spalding shall have received and may rely upon the certificates and representations referred to in Section 6.3(a5.16(b) and (b) have been satisfiedhereof.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby by this Agreement are further subject to the fulfillment satisfaction or (or to the extent permitted by Law) waiver in writing by Parent and Merger Sub) at or prior to the Effective Time Closing of the following additional conditions: (ia) The each of the representations and warranties of the Company set forth (i) contained in Section 3.2(a) shall be true and correct in all respects (other than de minimis inaccuracies) as of the Closing Date as though made on and 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), (ii) contained in Sections 3.1(a3.2(b), 3.23.2(c), 3.22 3.2(d), 3.3, 3.4, 3.24, 3.25, 3.26 and 3.23 and 3.28(a) (together with Section 3.2(a), the first sentence of Section 3.3(a“Company Fundamental Representations”) shall be true and correct in all material respects, both when made and at and without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, as of the Closing Date, Date as if though 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), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at on and 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 contained in this Agreement (other representations and warranties of than the Company set forth in Article III (disregarding all Fundamental Representations), without giving effect to any materiality and or “Company Material Adverse Effect Effect” qualifications contained therein) , shall be true and correct both when as of the Closing Date as though made and at 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), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct would not reasonably be expected tocorrect, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Company Material Adverse Effect.; (b) The the Company shall have performed and or complied with, in all material respects, all material respects with its obligations and covenants (other than the obligations and covenants set forth in Section 5.13) required by under this Agreement to be performed or complied with by it on or prior to the Effective Time.Closing; (c) The since the date of this Agreement, 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 Company Material Adverse Effect; (d) Parent shall have delivered received a certificate signed by an executive officer of the Company certifying as to the matters set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c); and (e) Parent shall have received the written opinion of Parent Tax Counsel (or, if Parent Tax Counsel advises that it will not deliver a certificatewritten opinion to Parent, dated a written opinion from each of (i) Company Tax Counsel and (ii) the Additional Tax Counsel) as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that that, on the conditions 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(a6.2(e), Parent Tax Counsel (or Company Tax Counsel and Additional Tax Counsel) may require and rely upon (band may incorporate by reference) have been satisfiedreasonable and customary representations, warranties and covenants, including the Parent Closing Representation Letter and the Company Closing Representation Letter.