Conditions to Obligations of Parent and the Merger Subs. The obligations of Parent and the Merger Subs to effect the Merger shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Conditions to Obligations of Parent and the Merger Subs. The obligation of Parent and the Merger Subs to consummate the Closing shall be subject to the satisfaction (or waiver in writing by Parent to the extent permitted by applicable Law), at or prior to the Closing, of each of the following conditions:
(a) Each of the representations and warranties of the Company:
(i) contained in this Agreement (other than the Company’s representations and warranties described in clauses (a)(ii) and (a)(iii) below), without giving effect to any qualification as to materiality contained therein, shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such earlier date), except to the extent that the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect;
(ii) contained in Sections 4.1(a) (Organization), 4.2 (other than the first sentence of 4.2(a), the first sentence of 4.2(b), the first and second sentences of 4.2(c), and the third and fourth sentence of 4.2(d)), 4.19 (Affiliate Transactions), and 4.24 (No Brokers) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and
(iii) contained in Sections 4.2(a) (first sentence only), 4.2(b) (first sentence only), 4.2(c) (first and second sentences only), 4.2(d) (third and fourth sentences only) and 4.3 (Authorization) shall be true and correct in all respects, except for de minimis inaccuracies, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct in all respects, except for de minimis inaccuracies, as of such earlier date); provided, that in the case of any inaccuracy in any of the representations and warranties described in this Section 8.3(a)(iii), such inaccuracy shall be deemed to be de minimis if the correct capitalization of the Company is reflected in the Closing Consideration Schedule...
Conditions to Obligations of Parent and the Merger Subs. The obligations of Parent, First Merger Sub and Second Merger Sub to effect the Mergers and the other Transactions to which they are a party are subject to satisfaction of the following conditions:
Conditions to Obligations of Parent and the Merger Subs. The obligations of Parent and the Merger Subs to consummate the Closing shall be further subject to the satisfaction or Parent’s waiver (to the extent permitted by Law), at or prior to the Closing, of each of the following conditions:
(a) (i) the Company Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except those Company Fundamental Representations that address matters only as of a specified date, in which case, such Company Fundamental Representations shall be true and correct in all respects as though made on and as of that specified date) and (ii) the other representations and warranties of the Company contained in Article II shall be true and correct in all respects (without giving effect to any qualifications as to materiality, Material Adverse Effect or similar phrases or qualifications in such representations and warranties (apart from the word “Material” where the defined term Material Contract is used)) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except those representations and warranties that address matters only as of a specified date, in which case, such representations and warranties shall be true and correct in all respects as though made on and as of that specified date), except, in the case of clause (ii), where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect;
(b) the Company shall have duly performed and complied in all material respects with each of the agreements and covenants required by this Agreement and each of the Ancillary Documents, as applicable, to be performed or complied with by it prior to or at the Closing; and
(c) since the date of this Agreement, there shall not have occurred any Event that has had or would reasonably be expected to have, a Material Adverse Effect.
