Common use of Conditions to the Company’s Obligation to Effect the Merger Clause in Contracts

Conditions to the Company’s Obligation to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions: (a) All representations and warranties of the Parent and the Merger Sub in this Agreement shall be true and correct in all material respects as if made on and as of the Effective Time. (b) Each of the Parent and the Merger Sub shall have performed in all material respects each covenant and complied with each agreement to be performed and complied with by it hereunder (including, without limitation, deposit of the Aggregate Common Share Merger Price with the Paying Agent). (c) The Company will have received from the Parent's counsel, Xxxxxxxx & Xxxxx, an opinion, addressed to the Company, dated as of the Effective Time, subject to customary qualifications and exceptions, to the effect that (i) this Agreement and all other agreements entered into by the Parent or the Merger Sub in connection with the Transactions have been duly authorized by the Board of Directors of the Parent or the Merger Sub, as the case may be, and are valid, binding and enforceable in accordance with their respective terms. (d) Each of the Parent and the Merger Sub shall have furnished to the Company a certificate dated as of the Effective Time in which the Parent or the Merger Sub, as the case may be, shall certify that an appropriate inquiry has been made of its executive officers having principal responsibilities for the matters as to which representations and warranties have been made by the Parent or the Merger Sub, as the case may be, in this Agreement and for the performance of the covenants of the Parent or the Merger Sub, as the case may be, set forth in this Agreement, and after completion of such inquiry, the Parent or the Merger Sub, as the case may be, has no reason to believe that the conditions set forth in Section 6.03(a) and Section 6.03(b) have not been fulfilled. The parties hereto acknowledge and agree that, absent fraud, the officer(s) of the Parent or the Merger Sub, as the case may be, executing the certificate described above on behalf of the Parent or the Merger Sub, as the case may be, shall have no personal liability in respect of such certificate.

Conditions to the Company’s Obligation to Effect the Merger. The obligation obligations of the Company to consummate and effect the Merger shall be and the other transactions contemplated hereby are further subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any of which may be waived in whole or part by the Company: (a) All The representations and warranties of the Parent and the Merger Sub in contained herein (which for purposes of this Agreement paragraph (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 Effective Time (provided that any representations and warranties made as of a specified date shall be required only to continue on the Effective Time to be true and correct as of such specified date) except (1) for changes specifically permitted by the terms of this Agreement and (2) where the failure of the representations and warranties to be true and correct in all respects could not in the aggregate reasonably be expected to have a Material Adverse Effect on Parent. No effect will be given to any update or modification of the Parent Disclosure Letter made or purported to be made. (b) Parent shall have in all material respects as if made on performed all obligations and as of complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its Chief Executive Officer and Chief Financial Officer, certifying the satisfaction of the conditions set forth in Sections 7.2(a) and (b) Each of the Parent and the Merger Sub shall have performed in all material respects each covenant and complied with each agreement to be performed and complied with by it hereunder (including, without limitation, deposit of the Aggregate Common Share Merger Price with the Paying AgentSection 7.3(d). (cd) The Company will have received from From the Parent's counsel, Xxxxxxxx & Xxxxx, an opinion, addressed date of this Agreement to the Company, dated as of the Effective Time, subject there shall not have been any event or development which results in a Material Adverse Effect upon the business of Parent (it being understood that a decline in the stock price of Parent does not constitute a Material Adverse Effect for this Section 7.2(d)). (e) The shares of Parent Common Stock issuable to customary qualifications the Stockholders pursuant to this Agreement and exceptionssuch other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the Stock Market upon official notice of issuance. (f) The Company shall have received an opinion from Smitx, Xxmbxxxx & Xussxxx, XXP, dated the Closing Date, based upon factual representations of Parent and the Company, to the effect that (ithe Merger will constitute a reorganization for federal income tax purposes within the meaning of Section 368(a) this Agreement of the Code and all other agreements entered into no gain or loss will be recognized by the Company or its Stockholders as a result of the Merger, other than gain with respect to the receipt of the cash portion of the Merger Consideration and cash in lieu of fractional shares; provided, however, that if Smitx, Xxmbxxxx & Xussxxx, XXP, does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if Kattxx Xxxxxx Xxxis renders such opinion to the Company. All actions to be taken by Parent or the and Merger Sub in connection with the Transactions have been duly authorized by the Board of Directors consummation of the Parent or transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the Merger Sub, as the case may be, transactions contemplated hereby shall be reasonably satisfactory in form and are valid, binding and enforceable in accordance with their respective terms. (d) Each of the Parent and the Merger Sub shall have furnished substance to the Company a certificate dated as of the Effective Time in which the Parent or the Merger Sub, as the case may be, shall certify that an appropriate inquiry has been made of and its executive officers having principal responsibilities for the matters as to which representations and warranties have been made by the Parent or the Merger Sub, as the case may be, in this Agreement and for the performance of the covenants of the Parent or the Merger Sub, as the case may be, set forth in this Agreement, and after completion of such inquiry, the Parent or the Merger Sub, as the case may be, has no reason to believe that the conditions set forth in Section 6.03(a) and Section 6.03(b) have not been fulfilled. The parties hereto acknowledge and agree that, absent fraud, the officer(s) of the Parent or the Merger Sub, as the case may be, executing the certificate described above on behalf of the Parent or the Merger Sub, as the case may be, shall have no personal liability in respect of such certificatecounsel.

Conditions to the Company’s Obligation to Effect the Merger. The obligation obligations of the Company to consummate and effect the Merger shall be and the other transactions contemplated hereby are further subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any of which may be waived only in writing in whole or part by the Company: (a) All The representations and warranties of the Parent and the Merger Sub set forth in this Agreement that are qualified by materiality or "Material Adverse Effect" shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as if made on and as of the Effective Time, and the representations and warranties of Parent and Merger Sub contained in this Agreement that are not so qualified shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Effective Time as if made on and as of the Effective TimeTime except, in each case, for those representations and warranties which address matters only as of a particular date (which shall remain true and correct or true and correct in all material respects, as applicable, as of such date). (b) Each of the Parent and the Merger Sub shall have performed in all material respects each covenant performed all obligations and complied with each agreement in all material respects all covenants required by this Agreement to be performed and or complied with by it hereunder (including, without limitation, deposit of at or prior to the Aggregate Common Share Merger Price with the Paying Agent)Effective Time. (c) The Company will have received from From the Parent's counsel, Xxxxxxxx & Xxxxx, an opinion, addressed date of this Agreement to the Company, dated as of the Effective Time, subject to customary qualifications and exceptions, to the effect that (i) this Agreement and all other agreements entered into by the Parent or the Merger Sub in connection with the Transactions there shall not have been duly authorized by any event or development which results in a Material Adverse Effect upon the Board of Directors business of the Parent or the Merger Sub, as the case may be, and are valid, binding and enforceable in accordance with their respective termsParent. (d) Each of the Parent and the Merger Sub shall have furnished delivered to the Company a certificate certificate, dated as of the Effective Time in which and signed by their respective Chief Executive Officers and Chief Financial Offices, certifying the Parent or the Merger Sub, as the case may be, shall certify that an appropriate inquiry has been made satisfaction of its executive officers having principal responsibilities for the matters as to which representations and warranties have been made by the Parent or the Merger Sub, as the case may be, in this Agreement and for the performance of the covenants of the Parent or the Merger Sub, as the case may be, set forth in this Agreement, and after completion of such inquiry, the Parent or the Merger Sub, as the case may be, has no reason to believe that the conditions set forth in Section 6.03(aSections 7.2(a), (b) and (c). (e) Parent shall have delivered to the Company evidence reasonably satisfactory to the Company that the shares of Parent Common Stock issuable to the Stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the Stock Market upon official notice of issuance. (f) The Company shall have received an opinion from Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A., dated the Closing Date, based upon factual representations of Parent and the Company, to the effect that the Merger will constitute a reorganization for federal income tax purposes within the meaning of Section 6.03(b) have not been fulfilled. The parties hereto acknowledge and agree that, absent fraud, the officer(s368(a) of the Code and no gain or loss will be recognized by the Company or its Stockholders as a result of receipt of the Merger Consideration, other than gain with respect to the receipt of the cash portion of the Merger Consideration; provided, however, that if Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if Xxxxxx Xxxxxx Xxxxx Xxxxxxxx renders such opinion to the Company. (g) All consents, approvals, interim approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity or Accrediting Body required by or with respect to the Company, Parent or any of their respective subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the Merger and other transactions contemplated hereby shall have been obtained or made, except for (1) approval from the DOE, (2) approval or interim approval from any Educational Agency that, under that agency's policies or standards, cannot be obtained prior to Closing or (3) such other consents, approvals, orders, authorizations, registrations, declarations, or filings of a type the failure of which to be obtained or made could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or materially impair the Parent's or Merger Sub, as 's ability to consummate the case may be, executing Merger. (h) All actions to be taken by Parent and Merger Sub in connection with the certificate described above on behalf consummation of the Parent or transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the Merger Sub, as transactions contemplated hereby shall be reasonably satisfactory in form and substance to the case may be, shall have no personal liability in respect of such certificateCompany and its counsel.

Conditions to the Company’s Obligation to Effect the Merger. The obligation of the Company to effect the Merger shall be further subject to the fulfillment at satisfaction or, to the extent permitted by Applicable Law, the waiver on or prior to the Effective Time of each of the following additional conditions: (a) All The representations and warranties of the Parent and Acquisition Sub contained in the Merger Sub first sentence of Section 4.1 (Organization), in this Agreement Section 4.2 (Authorization) and in Section 4.4 (Capitalization) shall be true and correct in all material respects in each case as of the Effective Time (or, to the extent such representations and warranties speak as of an earlier date, they shall be true and correct in all respects as if made on of such earlier date). The representations and warranties of Parent and Acquisition Sub contained in this Agreement (other than those listed in the preceding sentence) shall be true and correct (without giving effect to any limitation as to "materiality" or "Acquiror Entity Material Adverse Effect" set forth therein) at and as of the Effective TimeTime 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 where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to "materiality" or "Acquiror Entity Material Adverse Effect" set forth therein) would not, individually or in the aggregate, reasonably be expected to have an Acquiror Entity Material Adverse Effect. (b) Each of the Parent and the Merger Acquisition Sub shall have performed in all material respects each covenant their respective agreements and complied with each agreement covenants contained in or contemplated by this Agreement that are required to be performed and complied with by it hereunder (including, without limitation, deposit of them at or prior to the Aggregate Common Share Merger Price with Effective Time pursuant to the Paying Agent)terms hereof. (c) The Company will shall have received from the Parent's counsel, Xxxxxxxx & Xxxxx, certificates signed on behalf of Parent and Acquisition Sub by an opinion, addressed to the Companyexecutive officer of each of Parent and Acquisition Sub, dated as of the Effective Time, subject to customary qualifications and exceptionsClosing Date, to the effect that (i) this Agreement and all other agreements entered into by the Parent or the Merger Sub in connection with the Transactions have been duly authorized by the Board of Directors of the Parent or the Merger Sub, as the case may be, and are valid, binding and enforceable in accordance with their respective terms. (d) Each of the Parent and the Merger Sub shall have furnished to the Company a certificate dated as of the Effective Time in which the Parent or the Merger Sub, as the case may be, shall certify that an appropriate inquiry has been made of its executive officers having principal responsibilities for the matters as to which representations and warranties have been made by the Parent or the Merger Sub, as the case may be, in this Agreement and for the performance of the covenants of the Parent or the Merger Sub, as the case may be, set forth in this Agreement, and after completion of such inquiry, the Parent or the Merger Sub, as the case may be, has no reason to believe that the conditions set forth in Section 6.03(aSections 6.2(a) and Section 6.03(b6.2(b) have not been fulfilled. The parties hereto acknowledge and agree that, absent fraud, the officer(s) of the Parent or the Merger Sub, as the case may be, executing the certificate described above on behalf of the Parent or the Merger Sub, as the case may be, shall have no personal liability in respect of such certificatesatisfied.

Conditions to the Company’s Obligation to Effect the Merger. The obligation obligations of the Company to consummate and effect the Merger shall be and the other transactions contemplated hereby are further subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any of which may be waived in whole or part by the Company: (a) All The representations and warranties of the Parent and the Merger Sub in contained herein (which for purposes of this Agreement paragraph (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 Effective Time (provided that any representations and warranties made as of a specified date shall be required only to continue on the Effective Time to be true and correct as of such specified date) except (1) for changes specifically permitted by the terms of this Agreement and (2) where the failure of the representations and warranties to be true and correct in all respects could not in the aggregate reasonably be expected to have a Material Adverse Effect on Parent. No effect will be given to any update or modification of the Parent Disclosure Letter made or purported to be made. (b) Parent shall have in all material respects as if made on performed all obligations and as of complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its Chief Executive Officer and Chief Financial Officer, certifying the satisfaction of the conditions set forth in Sections 7.2(a) and (b) Each of the Parent and the Merger Sub shall have performed in all material respects each covenant and complied with each agreement to be performed and complied with by it hereunder (including, without limitation, deposit of the Aggregate Common Share Merger Price with the Paying AgentSection 7.3(d). (cd) The Company will have received from From the Parent's counsel, Xxxxxxxx & Xxxxx, an opinion, addressed date of this Agreement to the Company, dated as of the Effective Time, subject there shall not have been any event or development which results in a Material Adverse Effect upon the business of Parent (it being understood that a decline in the stock price of Parent does not constitute a Material Adverse Effect for this Section 7.2(d)). (e) The shares of Parent Common Stock issuable to customary qualifications the Stockholders pursuant to this Agreement and exceptionssuch other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the Stock Market upon official notice of issuance. (f) The Company shall have received an opinion from Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, dated the Closing Date, based upon factual representations of Parent and the Company, to the effect that (ithe Merger will constitute a reorganization for federal income tax purposes within the meaning of Section 368(a) this Agreement of the Code and all other agreements entered into no gain or loss will be recognized by the Company or its Stockholders as a result of the Merger, other than gain with respect to the receipt of the cash portion of the Merger Consideration and cash in lieu of fractional shares; provided, however, that if Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if Xxxxxx Xxxxxx Zavis renders such opinion to the Company. All actions to be taken by Parent or the and Merger Sub in connection with the Transactions have been duly authorized by the Board of Directors consummation of the Parent or transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the Merger Sub, as the case may be, transactions contemplated hereby shall be reasonably satisfactory in form and are valid, binding and enforceable in accordance with their respective terms. (d) Each of the Parent and the Merger Sub shall have furnished substance to the Company a certificate dated as of the Effective Time in which the Parent or the Merger Sub, as the case may be, shall certify that an appropriate inquiry has been made of and its executive officers having principal responsibilities for the matters as to which representations and warranties have been made by the Parent or the Merger Sub, as the case may be, in this Agreement and for the performance of the covenants of the Parent or the Merger Sub, as the case may be, set forth in this Agreement, and after completion of such inquiry, the Parent or the Merger Sub, as the case may be, has no reason to believe that the conditions set forth in Section 6.03(a) and Section 6.03(b) have not been fulfilled. The parties hereto acknowledge and agree that, absent fraud, the officer(s) of the Parent or the Merger Sub, as the case may be, executing the certificate described above on behalf of the Parent or the Merger Sub, as the case may be, shall have no personal liability in respect of such certificatecounsel.

Conditions to the Company’s Obligation to Effect the Merger. The obligation of the Company to effect the Merger shall be is also subject to the fulfillment at or prior to the Effective Time of the following additional conditions, unless waived by the Company: (a) All The representations and warranties of Parent set forth in the Agreement (i) to the extent qualified by materiality shall be true and correct, and (ii) to the extent not qualified by materiality shall be true and correct, except that this clause (ii) of this condition shall be deemed satisfied so long as any failures of such representations and warranties to be true and correct do not individually or in the aggregate materially adversely affect Parent or this Agreement, in each of clauses (i) and (ii) at and as of the Merger Sub Effective Time as if made at and as of the Effective Time (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in this Agreement which case it shall be true and correct in all material respects as if made on and as of such date); and the Effective TimeCompany shall have received a certificate signed on behalf of Parent by one of its executive officers to such effect. (b) Each of the Parent and the Merger Sub shall have performed have, in all material respects each covenant respects, performed all covenants and agreements and complied with each agreement all conditions required by this Agreement to be performed and or complied with by it hereunder (including, without limitation, deposit of the Aggregate Common Share Merger Price with the Paying Agent)Parent. (c) The Each of Argonaut Insurance Company will and Argonaut Midwest Insurance Corp. shall have received from the Parent's counsel, Xxxxxxxx & Xxxxx, an opinion, addressed delivered to the CompanyCompany a certificate, dated as of the Effective Time, subject to customary qualifications Closing Date and exceptionssigned by a duly authorized officer, to the effect that (i) this Agreement and all other agreements entered into by the Parent or the Merger Sub in connection with the Transactions have been duly authorized by the Board of Directors each of the Parent or the Merger Sub, as the case may be, conditions specified in clauses (a) and are valid, binding and enforceable (b) of this Section 6.2 is satisfied in accordance with their respective termsall respects. (d) Each The Company shall have received an opinion from Mayer, Brown & Platt, counxxx xo txx Xxrenx, xith respect to the due authorization and execution and enforceability of the this Agreement. (e) Parent and the Merger Sub Escrow Agent shall have furnished to executed the Company a certificate dated as of the Effective Time in which the Parent or the Merger Sub, as the case may be, shall certify that an appropriate inquiry has been made of its executive officers having principal responsibilities for the matters as to which representations and warranties have been made by the Parent or the Merger Sub, as the case may be, in this Agreement and for the performance of the covenants of the Parent or the Merger Sub, as the case may be, set forth in this Escrow Agreement, and after completion of such inquiry, the Parent or the Merger Sub, as the case may be, has no reason to believe that the conditions set forth in Section 6.03(a) and Section 6.03(b) have not been fulfilled. The parties hereto acknowledge and agree that, absent fraud, the officer(s) of the Parent or the Merger Sub, as the case may be, executing the certificate described above on behalf of the Parent or the Merger Sub, as the case may be, shall have no personal liability in respect of such certificate.

Conditions to the Company’s Obligation to Effect the Merger. The obligation obligations of the Company to consummate and effect the Merger shall be and the other transactions contemplated hereby are further subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any of which may be waived in whole or part by the Company: (a) All The representations and warranties of the Parent and the Merger Sub in contained herein (which for purposes of this Agreement paragraph (a) shall be read as though none of them contained any Material Adverse Effect or materiality qualification) shall be true and correct in all material respects as if made on and as of the Effective TimeClosing 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 (1) for changes specifically contemplated by the terms of this Agreement and (2) where the failure of the representations and warranties to be true and correct in all respects could not in the aggregate reasonably be expected to have a Material Adverse Effect on Parent. No effect will be given to any update or modification of the Parent Disclosure Letter made or purported to be made. (b) Each of the Parent and the Merger Sub shall have performed in all material respects each covenant performed all obligations and complied with each agreement all covenants required by this Agreement to be performed and or complied with by it hereunder (including, without limitation, deposit of at or prior to the Aggregate Common Share Merger Price with the Paying Agent)Closing Date. (c) The Company will If the SPA Closing shall have received from occurred and not been rescinded, Parent shall have irrevocably directed the Parent's counsel, Xxxxxxxx & Xxxxx, an opinion, addressed Escrow Agent to release the Escrowed Funds upon consummation of the Merger in accordance with the Stock Purchase Agreement and the Escrow Agreement. (d) Parent shall have delivered to the CompanyCompany a certificate, dated as the Closing Date and signed by its Chief Executive Officer and Chief Financial Officer, certifying the satisfaction of the Effective Time, subject conditions set forth in Sections 7.2(a) and (b) and Section 7.3(e). All actions to customary qualifications be taken by Parent and exceptions, to the effect that (i) this Agreement and all other agreements entered into by the Parent or the Merger Sub in connection with the Transactions have been duly authorized by the Board of Directors consummation of the Parent or transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the Merger Sub, as the case may be, transactions contemplated hereby shall be reasonably satisfactory in form and are valid, binding and enforceable in accordance with their respective terms. (d) Each of the Parent and the Merger Sub shall have furnished substance to the Company a certificate dated as of the Effective Time in which the Parent or the Merger Sub, as the case may be, shall certify that an appropriate inquiry has been made of and its executive officers having principal responsibilities for the matters as to which representations and warranties have been made by the Parent or the Merger Sub, as the case may be, in this Agreement and for the performance of the covenants of the Parent or the Merger Sub, as the case may be, set forth in this Agreement, and after completion of such inquiry, the Parent or the Merger Sub, as the case may be, has no reason to believe that the conditions set forth in Section 6.03(a) and Section 6.03(b) have not been fulfilled. The parties hereto acknowledge and agree that, absent fraud, the officer(s) of the Parent or the Merger Sub, as the case may be, executing the certificate described above on behalf of the Parent or the Merger Sub, as the case may be, shall have no personal liability in respect of such certificatecounsel.

Conditions to the Company’s Obligation to Effect the Merger. The obligation of the Company to effect the Merger shall be further subject to the fulfillment at satisfaction or, to the extent permitted by Applicable Law, the waiver on or prior to the Effective Time of each of the following additional conditions: (a) All The representations and warranties of the Parent and Acquisition Sub contained in the Merger Sub first sentence of Section 4.1 (Organization) and in this Agreement Section 4.2 (Authorization) shall be true and correct in all respects with regard to any such representations containing the qualifications “materially” or “material” or any other qualifications based on such terms or based on the defined term Acquiror Entity Material Adverse Effect, and shall be true and correct in all material respects, both individually and in the aggregate, with regard to any representation not so qualified, in each case as of the Effective Time (or, to the extent such representations and warranties speak as of an earlier date, they shall be true and correct in all respects as if of such earlier date). The representations and warranties of Parent and Acquisition Sub contained in this Agreement other than those listed in the preceding sentence shall be true and correct in all respects when made on and as of the Effective TimeTime as if made at such time (or, to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all respects as of such specified date) interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the defined term “Acquiror Entity Material Adverse Effect,” except where the failure of all such representations and warranties to be true and correct could not reasonably be expected to have an Acquiror Entity Material Adverse Effect. (b) Each of the Parent and the Merger Acquisition Sub shall have performed in all material respects each covenant their respective agreements and complied with each agreement covenants contained in or contemplated by this Agreement that are required to be performed and complied with by it hereunder (including, without limitation, deposit of them at or prior to the Aggregate Common Share Merger Price with Effective Time pursuant to the Paying Agent)terms hereof. (c) The Company will shall have received from the Parent's counsel, Xxxxxxxx & Xxxxx, certificates signed on behalf of Parent and Acquisition Sub by an opinion, addressed to the Companyexecutive officer of each of Parent and Acquisition Sub, dated as of the Effective Time, subject to customary qualifications and exceptionsClosing Date, to the effect that (i) this Agreement and all other agreements entered into by the Parent or the Merger Sub in connection with the Transactions have been duly authorized by the Board of Directors of the Parent or the Merger Sub, as the case may be, and are valid, binding and enforceable in accordance with their respective terms. (d) Each of the Parent and the Merger Sub shall have furnished to the Company a certificate dated as of the Effective Time in which the Parent or the Merger Sub, as the case may be, shall certify that an appropriate inquiry has been made of its executive officers having principal responsibilities for the matters as to which representations and warranties have been made by the Parent or the Merger Sub, as the case may be, in this Agreement and for the performance of the covenants of the Parent or the Merger Sub, as the case may be, set forth in this Agreement, and after completion of such inquiry, the Parent or the Merger Sub, as the case may be, has no reason to believe that the conditions set forth in Section 6.03(aSections 6.2(a) and Section 6.03(b6.2(b) have not been fulfilled. The parties hereto acknowledge and agree that, absent fraud, the officer(s) of the Parent or the Merger Sub, as the case may be, executing the certificate described above on behalf of the Parent or the Merger Sub, as the case may be, shall have no personal liability in respect of such certificatesatisfied.