Common use of Conditions to Obligations of Parent and Merger Sub Under This Agreement Clause in Contracts

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: 89887722_19 150326672.16 6.3.1 Each representation and warranty of the Company (i) contained in Sections 3.1 (Corporate Organization), 3.3 (Authority; Execution and Delivery; Enforceability), and 3.18 (Broker’s Fees) will have been true and correct in all respects as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all respects as of such date or time), (ii) contained in Sections 3.2 (Capitalization) and 3.23 (Indebtedness) will have been true and correct at and as of the Closing Date as though made on the Closing Date, except (A) for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time) or (B) inaccuracies which would not increase the aggregate Merger Consideration payable in the Merger by more than a de minimis amount, and (ii) otherwise set forth in Article 3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar materiality qualifications contained therein, will be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), and except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect. 6.3.2 The Company will have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the Closing Date. 6.3.3 A Company Material Adverse Effect will not have occurred since the date of this Agreement. 6.3.4 The Company will have delivered to Parent a certificate, dated the Closing Date and signed by an executive officer of the Company, certifying to the effect that the conditions set forth in Sections 6.3.1, 6.3.2 and 6.3.3 have been satisfied. 6.3.5 The Company will have delivered to Parent a statement and notice in accordance with Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h)(1)(i), dated within 30 days prior to the Closing Date and in form and substance reasonably acceptable to Parent along with written authorization for Parent to deliver such statement and notice form to the IRS on behalf of the Company upon Closing. 6.3.6 The Company shall have taken all action necessary to terminate the Tax Benefits Plan effective immediately prior to the Effective Time or otherwise amend the Tax Benefits Plan such that no rights provided for in such plan are exercisable in connection with or following the transactions contemplated by this Agreement.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: 89887722_19 150326672.16: 6.3.1 (a) Each representation and warranty of the Company (i) contained in Sections 3.1 (Corporate Organization), 3.3 3.4 (Authority; Execution and Delivery; Enforceability), and 3.18 3.5(b) (No Conflicts), 3.22 (Broker’s Fees), 3.23 (Takeover Statutes), 3.25 (Vote Required) will have been and 3.26 (Opinion of Financial Advisor), without giving effect to any qualifications as to materiality or “Company Material Adverse Effect” or other similar qualifications contained therein (provided, however, that the foregoing shall not apply to the applicable portions of any of the representations and warranties set forth in Article 3 requiring the listing of matters and which are qualified by materiality or similar qualifications), shall be true and correct in all respects as of the date of this Agreement and material respect at and as of the Closing Date as though if made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), ; (ii) contained in Sections 3.2 3.3(a) (Capitalization), 3.3(b) (Capitalization) and 3.23 3.3(f) (Indebtedness) will have been Capitalization), without giving effect to any qualifications as to materiality or “Company Material Adverse Effect” or other similar qualifications contained therein (provided, however, that the foregoing shall not apply to the applicable portions of any of the representations and warranties set forth in Article 3 requiring the listing of matters and which are qualified by materiality or similar qualifications), shall be true and correct correct, in all respects at and as of the Closing Date as though if made on the Closing Date, except other than with respect to de minimis inaccuracies, (Aiii) for representations and warranties that relate to a specific date contained in clause (ii) of Section 3.7(a) (Absence of Certain Changes or time (which need only Events) shall be true and correct in all respects at and as of such date or time) or (B) inaccuracies which would not increase the aggregate Merger Consideration payable in Closing Date as if made on the Merger by more than a de minimis amount, Closing Date and (iiiv) otherwise set forth in Article 3, without giving effect to any qualifications as to materiality or “Company Material Adverse Effect Effect” or other similar materiality qualifications contained thereintherein (provided, will however, that the foregoing shall not apply to the applicable portions of any of the representations and warranties set forth in Article 3 requiring the listing of matters and which are qualified by materiality or similar qualifications), shall be true and correct at and as of the Closing Date as though if made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), and except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect. 6.3.2 (b) The Company will shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it under the Merger this Agreement at or prior to the Closing Date. 6.3.3 A (c) No Company Material Adverse Effect will not shall have occurred since the date of this AgreementAgreement and be continuing. 6.3.4 (d) The Company will shall have delivered to Parent a certificate, dated the Closing Date and signed by an executive officer of the Company, certifying to the effect that the conditions set forth in Sections 6.3.16.3(a), 6.3.2 6.3(b) and 6.3.3 6.3(c) have been satisfied. 6.3.5 The Company will have delivered to Parent a statement and notice in accordance with Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h)(1)(i), dated within 30 days prior to the Closing Date and in form and substance reasonably acceptable to Parent along with written authorization for Parent to deliver such statement and notice form to the IRS on behalf of the Company upon Closing. 6.3.6 The Company shall have taken all action necessary to terminate the Tax Benefits Plan effective immediately prior to the Effective Time or otherwise amend the Tax Benefits Plan such that no rights provided for in such plan are exercisable in connection with or following the transactions contemplated by this Agreement.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: 89887722_19 150326672.16: 6.3.1 Each representation (a) The representations and warranty of the Company warranties (i) contained set forth in Sections 3.1 (Corporate Organization), 3.3 (Authority; Execution and Delivery; Enforceability), and 3.18 (Broker’s FeesSection 3.2(a) will have been true and correct in all respects as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only shall be true and correct in all respects (except for any de minimis inaccuracies), as of such the date or time), (ii) contained in Sections 3.2 (Capitalization) and 3.23 (Indebtedness) will have been true and correct at hereof and as of the Closing Date with the same effect as though made on as of such date (except to the Closing Dateextent expressly made as of an earlier date, except in which case as of such earlier date), (Aii) for set forth in the Company Fundamental Reps (other than the representations and warranties that relate to a specific date or time listed in the immediately preceding clause (which need only i)) shall be true and correct in all material respects, as of such the date or time) or (B) inaccuracies which would not increase the aggregate Merger Consideration payable in the Merger by more than a de minimis amount, and (ii) otherwise set forth in Article 3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar materiality qualifications contained therein, will be true and correct at hereof and as of the Closing Date with the same effect as though made on as of such date (except to the Closing Dateextent expressly made as of an earlier date, except for in which case as of such earlier date), and (iii) set forth in Article 3 (other than the representations and warranties that relate to a specific date or time listed in the immediately preceding clauses (which need only i) and (ii)) shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect as though made as of such date or time(except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and except as correct has not had had, and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correctaggregate, a Company Material Adverse Effect. 6.3.2 (b) The Company will shall have performed and complied in all material respects with all the covenants and agreements required to be performed or complied with by it under the Merger this Agreement at or prior to the Closing Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Date. 6.3.3 A (c) Since the date hereof, there shall not have been a Company Material Adverse Effect will not have occurred since under clause (b) of the date of this Agreementdefinition thereof. 6.3.4 The (d) Parent shall have received a certificate signed on behalf of the Company will have delivered to Parent a certificate, dated by the Closing Date and signed by an chief executive officer or the chief financial officer of the Company, certifying to the effect Company stating that the conditions set forth in Sections 6.3.16.3(a), 6.3.2 6.3(b) and 6.3.3 6.3(c) have been satisfied. 6.3.5 (e) The Company will have delivered to Parent a statement and notice in accordance with Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h)(1)(i), dated within 30 days prior to the Closing Date and in form and substance reasonably acceptable to Parent along with written authorization for Parent to deliver such statement and notice form to the IRS on behalf of the Company upon Closing. 6.3.6 The Company CFIUS Approval shall have taken all action necessary to terminate the Tax Benefits Plan effective immediately prior to the Effective Time or otherwise amend the Tax Benefits Plan such that no rights provided for in such plan are exercisable in connection with or following the transactions contemplated by this Agreementbeen obtained.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further also subject to the fulfillment (satisfaction or waiver (where permissible pursuant to applicable Law) by Parent and Merger Sub) at Sub on or prior to the Effective Time Closing of the following conditions: 89887722_19 150326672.16: 6.3.1 Each representation (a) (i) The representations and warranty warranties of the Company (i) contained other than in Sections Section 3.1 (Corporate Organization), Sections 3.2(a)-(c) (Capitalization), Section 3.3 (Authority; Execution and Delivery; Enforceability), and 3.18 Section 3.19 (Broker’s Fees), Section 3.21 (Takeover Statutes; Rights Plans) will have been and Section 3.22 (Opinion of Financial Advisor)) set forth in ARTICLE 3 of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) as of the date of this Agreement and as of the Closing Date, as if made at and as of the Closing Date as though made on the Closing Date, such date (except for those representations and warranties that relate to address matters only as of a specific date or time (particular date, which need only shall be true and correct in all respects as of such date or timethat date), (ii) contained in Sections 3.2 (Capitalization) except where the failure of such representations and 3.23 (Indebtedness) will have been warranties to be so true and correct at and as of the Closing Date as though made on the Closing Date, except (A) for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time) or (B) inaccuracies which would not increase the aggregate Merger Consideration payable in the Merger by more than a de minimis amount, and (ii) otherwise set forth in Article 3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar materiality qualifications contained therein, will be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), and except as has not had and would not reasonably be expected to have, have individually or in the aggregate with all other failures to be true or correctaggregate, a Company Material Adverse Effect.; (ii) the representations and warranties of the Company contained in Sections 3.2(a)-(c) (Capitalization) shall be true and correct (other than de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as if made at and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct (other than de minimis inaccuracies) as of that date); and (iii) the representations and warranties contained in Section 3.1 (Corporate Organization), Section 3.2(d) (Capitalization), Section 3.3 (Authority; Execution and Delivery; Enforceability), Section 3.19 (Broker’s Fees), Section 3.21 (Takeover Statutes; Rights Plans) and Section 3.22 (Opinion of Financial Advisor) shall be true and correct in all material respects (without giving effect to any limitation indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) as of the date of this Agreement and as of the Closing Date, as if made at and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all material respects as of that date); 6.3.2 (b) The Company will shall have performed in all material respects all obligations, and complied in all material respects with all covenants the agreements and agreements covenants, in this Agreement required to be performed by or complied with by it under the Merger Agreement at or prior to the Closing Date.Closing; 6.3.3 A Company Material Adverse Effect will not have occurred since (c) Since the date of this Agreement., there shall not have been any Company Material Adverse Effect; and 6.3.4 The Company (d) Xxxxxx will have delivered to Parent received a certificate, dated the Closing Date and signed by an the chief executive officer or chief financial officer of the Company, certifying as to the effect that the conditions matters set forth in Sections 6.3.1, 6.3.2 and 6.3.3 have been satisfied. 6.3.5 The Company will have delivered to Parent a statement and notice in accordance with Treasury Regulations Sections 1.1445-2(cSection 6.2(a) and 1.897-2(h)(1)(i), dated within 30 days prior to the Closing Date and in form and substance reasonably acceptable to Parent along with written authorization for Parent to deliver such statement and notice form to the IRS on behalf of the Company upon ClosingSection 6.2(b) hereof. 6.3.6 The Company shall have taken all action necessary to terminate the Tax Benefits Plan effective immediately prior to the Effective Time or otherwise amend the Tax Benefits Plan such that no rights provided for in such plan are exercisable in connection with or following the transactions contemplated by this Agreement.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: 89887722_19 150326672.16: 6.3.1 (a) Each representation and warranty of the Company Company (i) contained in Sections 3.1 3.1(a) (Corporate Organization) other than insofar as it relates to foreign qualification and other than the last sentence, 3.2(a) (Capitalization) other than with respect to any de minimis inaccuracies and other than with respect to compliance with all applicable Laws under Section 3.2(a)(i) other than the DGCL, 3.2(c) (Capitalization), 3.3 (Authority; Execution and Delivery; Enforceability), and 3.18 subclause (i) of 3.4(a) (No Conflicts), 3.6(b) (Absence of Certain Changes or Events), 3.20 (Broker’s Fees) will have been insofar as it relates to financial advisors’ fees set forth in Section 3.20 of the Company Disclosure Letter and the Company having made available to Parent a true and complete copy of the applicable engagement letters of the Persons actually identified on Section 3.20 of the Company Disclosure Letter and 3.21 (Opinion of Financial Advisors) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all respects as of such date or time), ; (ii) contained in Sections 3.2 the last sentence of Section 3.1(a) (CapitalizationCorporate Organization), Section 3.2(a)(i) with respect to compliance with all applicable Laws other than the DGCL, Section 3.2(d) (Capitalization of Subsidiaries), and 3.23 3.20 (IndebtednessBroker’s Fees) will have been insofar as it relates to broker’s fees other than the financial advisors’ fees set forth in Section 3.20 of the Company Disclosure Letter shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except (A) for representations and warranties that relate to a specific date or time (which need only be true and correct in all respects as of such date or time) or ); and (B) inaccuracies which would not increase the aggregate Merger Consideration payable in the Merger by more than a de minimis amount, and (iiiii) otherwise set forth in Article 3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar materiality qualifications contained thereintherein (except with respect to year-end adjustments in Section 3.5(c)), will shall be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), and except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect. 6.3.2 (b) The Company will shall have performed and complied in all material respects with all the covenants and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the Closing Date. 6.3.3 A Company Material Adverse Effect will (c) Since the date of this Agreement, there shall not have occurred any Effect that, individually or in the aggregate with all other Effects since the date of this Agreement, has had or would reasonably be expected to have a Company Material Adverse Effect. 6.3.4 (d) The Company will shall have delivered to Parent a certificate, dated the Closing Date and signed by an executive officer of the Company, certifying to the effect that the conditions set forth in Sections 6.3.16.3(a), 6.3.2 6.3(b) and 6.3.3 (6.3(c) have been satisfied. 6.3.5 (e) The Company will shall have delivered to Parent a statement certificate satisfying the requirements set forth in Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), together with a notice to the IRS prepared in accordance with Treasury Regulations Sections 1.1445-2(c) and Section 1.897-2(h)(1)(i2(h)(2), dated within 30 days prior to the Closing Date and in form and substance reasonably acceptable to Parent along with written authorization for Parent to deliver such statement and notice form to the IRS on behalf of the Company upon Closing. 6.3.6 The Company shall have taken all action necessary to terminate the Tax Benefits Plan effective immediately prior to the Effective Time or otherwise amend the Tax Benefits Plan such that no rights provided for in such plan are exercisable in connection with or following the transactions contemplated by this Agreement.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Parent and Merger Sub) at or prior to the Effective Time Closing Date of the following conditions: 89887722_19 150326672.16: 6.3.1 Each representation (a) (i) The representations and warranty warranties of the Company (iset forth in the first sentence of Section 4.1(a) contained in and Sections 3.1 (Corporate Organization)4.4, 3.3 (Authority; Execution and Delivery; Enforceability)4.17, and 3.18 4.23 and 4.26, (Broker’s Feescollectively, the “Fundamental Warranties”) will have been shall be true and correct in all material respects (except for the representations and warranties set forth in Section 4.26, which shall be true and correct in all respects) at and as of the date of this Agreement hereof and at and as of the Closing Date Effective Time as though made on at and as of the Closing DateEffective Time, except for representations and warranties Fundamental Warranties that relate to are expressly made as of a specific date or time (time, which need only be so true and correct in all respects as of such date or time), ; (ii) contained the representations and warranties of the Company set forth in Sections 3.2 (Capitalizationthe second and third sentences of Section 4.1(a) and 3.23 Sections 4.1(b) and 4.2 (Indebtednesscollectively, the “De Minimis Warranties”) will have been shall be true and correct in all respects, except for de minimis inaccuracies, at and as of the Closing Date date hereof and at and as of the Effective Time as though made on at and as of the Closing DateEffective Time, except for De Minimis Warranties that are expressly made as of a specific date or time, which need only be so true and correct in all respects as of such date or time; and (Aiii) the representations and warranties of the Company set forth in Article IV (other than, for the avoidance of doubt, the Fundamental Warranties and the De Minimis Warranties), without giving effect to any qualifications as to materiality, Material Adverse Effect or other similar phrases contained in each of such representations and warrants, shall be true and correct as of the date hereof and as of the Effective Time as though made at and as of the Effective Time, except for such representations and warranties that relate to are made as of a specific date or time (which need only be true and correct as of such date or time) or (B) inaccuracies which would not increase the aggregate Merger Consideration payable in the Merger by more than a de minimis amount, and (ii) otherwise set forth in Article 3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar materiality qualifications contained therein, will be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be so true and correct as of such date or time), except where any failures of such representations and except as has warranties to be so true and correct does not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correctaggregate, a Company Material Adverse Effect.; 6.3.2 (b) The Company will shall have performed and complied with in all material respects with all covenants and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the Closing Date.; 6.3.3 A Company Material Adverse Effect will not have occurred since (c) Since the date of this Agreement., there has not been any change, event, development, condition, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; 6.3.4 (d) The Company will shall have delivered to Parent a certificate, dated the Closing Date and signed by an executive officer of the Company, certifying to the effect that the conditions set forth in Sections 6.3.1Section 8.3(a), 6.3.2 Section 8.3(b) and 6.3.3 Section 8.3(c) have been satisfied.; 6.3.5 (e) The Company will shall have delivered to Parent a statement and notice in accordance with Treasury Regulations Sections 1.897-2(h) for purposes of satisfying the requirements of Treasury Regulations Section 1.1445-2(c2(c)(3); and (f) and 1.897-2(h)(1)(i)There shall not be pending, dated within 30 days prior or threatened in writing, any Legal Proceeding by any Governmental Entity having authority over Parent, Sub or the Company challenging or seeking to restrain or prohibit the acquisition of or payment for shares of Common Stock pursuant to the Closing Date and in form and substance reasonably acceptable to Parent along with written authorization for Parent to deliver such statement and notice form to the IRS on behalf Agreement or preventing consummation of the Company upon ClosingMerger. 6.3.6 The Company shall have taken all action necessary to terminate the Tax Benefits Plan effective immediately prior to the Effective Time or otherwise amend the Tax Benefits Plan such that no rights provided for in such plan are exercisable in connection with or following the transactions contemplated by this Agreement.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Parent Pxxxxx and Merger Sub) at or prior to the Effective Time of the following conditions: 89887722_19 150326672.16: 6.3.1 Each representation (a) (i) the representations and warranty warranties of the Company (i) contained in Sections 3.1 (Corporate Organization), 3.3 (Authority; Execution and Delivery; Enforceability), and 3.18 (Broker’s FeesSection 3.6(b) will have been shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing Date Effective Time, (ii) the representations and warranties of the Company contained in Section 3.1(a), Section 3.2(c), Section 3.3, and Section 3.25 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true in all material respects as though of the date of this Agreement and at and as of the Effective Time as if made on the Closing Date, except for at and as of such time (other than such representations and warranties that relate to a specific by their terms address matters only as of another specified date or time (time, which need only be true and correct in all respects as of such date or time), (iiiii) contained the representations and warranties of the Company set forth in Sections 3.2 (CapitalizationSection 3.2(a) and 3.23 (Indebtedness) will have been shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Effective Time as if made at and as of the Closing Date as though made on the Closing Date, except such time (A) for other than such representations and warranties that relate to a specific by their terms address matters only as of another date or time (specified time, which need only be true and correct as of such date or time) or (B) inaccuracies which would not increase the aggregate Merger Consideration payable in the Merger by more than a de minimis amount, and (ii) otherwise set forth in Article 3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar materiality qualifications contained therein, will be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), and except (iv) the other representations and warranties of the Company contained in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct as has not had of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified date or time, which need only be true only as of such date or time), with, in the case of this clause (iv) only, only such exceptions as would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correctaggregate, a Company Material Adverse Effect. 6.3.2 (b) The Company will shall have performed and complied with in all material respects with all covenants and agreements required to be performed or complied with by it under the Merger this Agreement at or prior to the Closing Date. 6.3.3 (c) A Company Material Adverse Effect will shall not have occurred since the date of this Agreement. 6.3.4 (d) The Company will shall have delivered to Parent a certificate, dated as of the Closing Date and signed by an executive officer of the Company, certifying to the effect that the conditions set forth in Sections 6.3.1, 6.3.2 Section 6.3(a) and 6.3.3 Section 6.3(b) have been satisfied. 6.3.5 The Company will have delivered to Parent a statement and notice in accordance with Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h)(1)(i), dated within 30 days prior to the Closing Date and in form and substance reasonably acceptable to Parent along with written authorization for Parent to deliver such statement and notice form to the IRS on behalf of the Company upon Closing. 6.3.6 The Company shall have taken all action necessary to terminate the Tax Benefits Plan effective immediately prior to the Effective Time or otherwise amend the Tax Benefits Plan such that no rights provided for in such plan are exercisable in connection with or following the transactions contemplated by this Agreement.