Common use of Conditions to Obligations of Parent and Newco Clause in Contracts

Conditions to Obligations of Parent and Newco. The obligations of Parent and Newco to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions: (a) there shall not have occurred any event or circumstances that has had or is reasonably likely to have a Material Adverse Effect on the Company; (b) all representations and warranties of the Company under this Agreement which are qualified as to materiality shall be true and correct in all respects and all representations and warranties of the Company under this Agreement that are not qualified as to materiality shall be true and correct in all material respects on and as of the Effective Time; (c) the Company shall have performed in all material respects all covenants and agreements required to be performed by it prior to the Effective Time; (d) Parent shall have received a certificate signed on behalf of the Company by its chief executive officer to the effect set forth in clauses (b) and (c) above; and (e) all conditions under the Asset Purchase Agreement shall have been satisfied or waived and the transactions contemplated thereby shall have been consummated.