Common use of Conditions to Obligations of the Company to Effect the Merger Clause in Contracts

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Purchaser in this Agreement that are qualified by materiality shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time; (b) The representations and warranties of the Purchaser in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time; (c) Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement; (d) Purchaser shall have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 7.03(a), (b) and (c) is satisfied in all respects; (e) The Company shall have received an opinion, dated the Effective Time, of Greexxxxx Xxxurig, P.A., counsel to Purchaser, in form reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02 and 4.03 hereof; and (f) Purchaser shall have executed definitive documentation in connection with their financing of the Merger Consideration and shall have sufficient funds available to consummate the Merger, to pay all related expenses and to refinance the Company's existing indebtedness to Hellxx Xxxancial, Inc.

Conditions to Obligations of the Company to Effect the Merger. The obligations obligation of the Company to effect the Merger are further shall be subject to satisfaction the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Purchaser each of the Parent and Merger Sub set forth in this Agreement that are qualified by materiality shall will be true and correct in all respects as of the date of this Agreement and as of the Effective Time;Time (except to the extent such representations and warranties speak as of another time, in which case such representations and warranties will be true and correct as of such other time), except where the failure of such representations and warranties to be so true and correct does not materially and adversely affect the ability of the Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (b) The representations Parent and warranties of the Purchaser in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time; (c) Purchaser shall Merger Sub will have performed in all material respects all obligations of the covenants required to be performed by it them under this Agreement;Agreement at or prior to the Closing Date. (dc) Purchaser The Parent shall have delivered to the Company a certificate certificate, dated as of the Closing Date and signed on behalf of the Parent and Merger Sub by a duly authorized officer of the Parent, certifying to the effect that each of the conditions specified set forth in Sections 7.03(a), (b.3(a) and 6.3(b) have been satisfied. (cd) is satisfied in all respects;Concurrently with the Closing, the Parent shall provide, or cause to be provided to, Interactive Data (Europe) Limited sufficient funds to make the deposit into the Escrow Account of £53 million as contemplated by the Pensions Transitional Agreement. (e) The Company shall have received an opinion, dated the Effective Time, of Greexxxxx Xxxurig, P.A., counsel to Purchaser, in form reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02 and 4.03 hereof; and (f) Purchaser Parent shall have executed definitive documentation in connection with their financing and delivered to Xxxxxxx plc and the Company a copy of the Merger Consideration and shall have sufficient funds available to consummate the Merger, to pay all related expenses and to refinance the Company's existing indebtedness to Hellxx Xxxancial, Inc.Pensions Transitional Agreement.

Conditions to Obligations of the Company to Effect the Merger. The obligations obligation of the Company to effect the Merger are is further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions: conditions that (a) The the representations and warranties of Purchaser in Parent contained herein (which for purposes of this Agreement that are qualified by clause (a) shall be read as though none of them contained any Material Adverse Effect or materiality qualification) shall be true and correct in all respects as of the Closing Date with the same effect as though made as of the Closing Date (provided that any representations and warranties made as of a specified date shall be required only to continue on the Closing Date to be true and correct as of such specified date) except (i) for changes specifically permitted by the terms of this Agreement and as (ii) where the failure of the Effective Time; (b) The representations and warranties of the Purchaser in this Agreement that are not qualified by materiality shall to be true and correct in all material respects as of would not in the date of this Agreement and as of the Effective Time; aggregate have a Material Adverse Effect on Parent; (cb) Purchaser Parent shall have performed in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement; at or prior to the Closing Date, (c) each of the representations and warranties of Parent contained in Sections 4.15(b) and (c) shall be true and correct as of the Closing Date in all respects with the same effect as though such representations and warranties had been made at the Closing Date; and (d) Purchaser Parent shall have delivered to the Company a certificate to certificate, dated the effect that each Closing Date and signed by its Chief Executive Officer or a Vice President, certifying the satisfaction of the conditions specified in Sections 7.03(a), (b) and (c) is satisfied in all respects; (e) The Company shall have received an opinion, dated the Effective Time, of Greexxxxx Xxxurig, P.A., counsel to Purchaser, in form reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02 and 4.03 hereof; and the foregoing clauses (fa) Purchaser shall have executed definitive documentation in connection with their financing of the Merger Consideration and shall have sufficient funds available to consummate the Merger, to pay all related expenses and to refinance the Company's existing indebtedness to Hellxx Xxxancial, Inc.through (c).

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further also subject to the satisfaction or waiver at or, to the extent permitted by applicable Law, wavier by the Company on or prior to the Effective Time of the following conditions: (a) The representations and warranties of Purchaser Parent and Merger Subsidiary contained in this Agreement that are qualified by materiality shall be true and correct in all respects at and as of the Effective Time as if made at and as of such date (except to the extent that any such representation or warranty has by its terms been made as of this Agreement a specific date in which case such representation or warranty shall have been true and correct at and as of such specific date); provided, however, that if the failure of any such representations and warranties to be true and correct at and as of the Effective Time;, individually or in the aggregate, has not resulted or reasonably could not be expected to result in a Parent Material Adverse Effect, the foregoing conditions shall be deemed to have been fulfilled, and the Company shall have received a certificate to such effect signed on behalf of Parent and Merger Subsidiary by a duly authorized officer of Parent; and (b) The representations Parent and warranties of the Purchaser in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time; (c) Purchaser Merger Subsidiary shall have complied with and performed in all material respects all covenants and obligations required to be performed and complied with by it under this Agreement; (d) Purchaser shall have delivered Agreement at or prior to the Company a certificate to Effective Time, and the effect that each of the conditions specified in Sections 7.03(a), (b) and (c) is satisfied in all respects; (e) The Company shall have received an opinion, dated the Effective Time, a certificate to such effect signed on behalf of Greexxxxx Xxxurig, P.A., counsel to Purchaser, in form reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02 Parent and 4.03 hereof; and (f) Purchaser shall have executed definitive documentation in connection with their financing Merger Subsidiary by a duly authorized officer of the Merger Consideration and shall have sufficient funds available to consummate the Merger, to pay all related expenses and to refinance the Company's existing indebtedness to Hellxx Xxxancial, Inc.Parent.

Conditions to Obligations of the Company to Effect the Merger. The obligations obligation of the Company to effect the Merger are further shall be subject to satisfaction the fulfillment (or waiver by the Company, if permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of Purchaser each of the Parent and Merger Sub set forth in this Agreement that are qualified by materiality (other than Section 4.12) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” contained therein) as of the Closing Date (except to the extent such representations and warranties speak as of another time, in which case such representations and warranties will be true and correct as of such other time), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect and (ii) the representations and warranties of each of the Parent and Merger Sub set forth in Section 4.12 shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time;respects. (b) The representations Parent and warranties of the Purchaser in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time; (c) Purchaser Merger Sub shall have performed in all material respects all obligations of the covenants required to be performed by it them under this Agreement;Agreement at or prior to the Effective Time. (dc) Purchaser The Parent shall have delivered to the Company a certificate certificate, dated as of the Closing Date and signed on behalf of the Parent and Merger Sub by a duly authorized officer of the Parent and Merger Sub, certifying to the effect that each of the conditions specified in Sections 7.03(a), (b) and (c) is satisfied in all respects; (e) The Company shall have received an opinion, dated the Effective Time, of Greexxxxx Xxxurig, P.A., counsel to Purchaser, in form reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02 6.3(a) and 4.03 hereof; and (f6.3(b) Purchaser shall have executed definitive documentation in connection with their financing of the Merger Consideration and shall have sufficient funds available to consummate the Merger, to pay all related expenses and to refinance the Company's existing indebtedness to Hellxx Xxxancial, Inc.been satisfied.

Conditions to Obligations of the Company to Effect the Merger. The Solely if the Offer Termination shall have occurred, the obligations of the Company to effect the Merger are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Effective Time of the following conditions: (a) The representations and warranties of the Parent and the Purchaser contained in this Agreement that are qualified by (without giving effect to any references to any Parent Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement Closing Date with the same force and effect as if made on and as of such date, except, (i) for such 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 (ii) as has not had and would not reasonably be expected to have, individually or in the Effective Time;aggregate with all other failures of such representations and warranties to be true or correct, a Parent Material Adverse Effect. (b) The representations Parent and warranties of the Purchaser in this Agreement that are not qualified by materiality shall be true and correct have performed or complied in all material respects as of with their respective material obligations and covenants to be performed or complied with by the date of Parent and the Purchaser under this Agreement and as of the Effective Time;Agreement. (c) Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement; (d) Purchaser The Parent shall have delivered to the Company a certificate of the Parent, executed on its behalf by the Chief Executive Officer or the Chief Financial Officer of the Parent dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.03(a), (b) and (c) is satisfied in all respects; (e) The Company shall have received an opinion, dated the Effective Time, of Greexxxxx Xxxurig, P.A., counsel to Purchaser, in form reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02 6.3(a) and 4.03 hereof; and (f6.3(b) Purchaser shall have executed definitive documentation in connection with their financing of the Merger Consideration and shall have sufficient funds available to consummate the Merger, to pay all related expenses and to refinance the Company's existing indebtedness to Hellxx Xxxancial, Inc.been satisfied.

Conditions to Obligations of the Company to Effect the Merger. The obligations obligation of the Company to effect the Merger are is further subject to satisfaction or waiver at or prior to the Effective Time of the following conditionsconditions that: (a) The representations and warranties of Purchaser in this Agreement that are qualified by materiality Parent contained herein shall be true and correct (without giving effect to the materiality qualifiers contained in all respects such representations and warranties) as of the date of this Agreement hereof and as of the Effective Time; Time (b) The excluding those representations and warranties which are made as of the Purchaser in this Agreement that are not qualified by materiality a specific date which shall be true and correct in all material respects as of such date) with the date of this Agreement and same effect as though made as of the Effective Time;Time unless the failure to be so true and correct would not in the aggregate have a Material Adverse Effect on Parent. (cb) Purchaser Parent shall have performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement;prior to the Effective Time. (dc) Purchaser Parent shall have delivered to the Company an opinion dated the Closing Date, of Parent's legal counsel, substantially in the form of Exhibit H hereto. Parent shall have delivered to the Company a certificate certificate, dated the Effective Time and signed by its Chairman of the Board and Chief Executive Officer or a Senior Vice President, certifying to both such effects, and such other evidence as the Company shall reasonably request as to the effect that each satisfaction of the conditions specified in Sections 7.03(ahereto. (d) Parent shall not have suffered a Material Adverse Effect from the date of this Agreement to the Closing Date (or, if Parent shall have suffered such effect, it shall have been cured), (b) and (c) is satisfied in all respects;. (e) The Company Investor Rights Agreement in the form of Exhibit I shall have received an opinion, dated the Effective Time, of Greexxxxx Xxxurig, P.A., counsel to Purchaser, be in form reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02 full force and 4.03 hereof; and (f) Purchaser shall have executed definitive documentation in connection with their financing effect as of the Merger Consideration and shall have sufficient funds available to consummate the Merger, to pay all related expenses and to refinance the Company's existing indebtedness to Hellxx Xxxancial, Inc.Closing.