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

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable Law: (a) the representations and warranties of Parent contained in (i) this Agreement (other than in Section 5.2(a) and Section 5.9(a)) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (ii) Section 5.2(a) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except for any Immaterial Inaccuracies, and (iii) Section 5.9(a) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time; (b) Parent and Merger Sub shall have performed or complied in all material respects with their respective obligations or covenants under the Agreement required to be performed or complied with by them under the Agreement at or prior to the Effective time; (c) not less than three (3) Business Days prior to the Closing Date, the Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closing, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees by Parent and the Parent Subsidiaries in respect of, such Payoff Indebtedness; (d) prior to the Effective Time, Parent shall deliver to the Company a certificate, signed on behalf of Parent by its chief executive officer or chief financial officer that the conditions set forth in clauses (a) and (b) above shall have occurred and be continuing as of the Effective Time; and (e) The Company shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date of the Company Tax Opinion.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable Law: (a) (i) the representations and warranties of Parent contained and Merger Sub set forth in (i) this Agreement (other than in Section 5.2(a) and Section 5.9(a)) which are qualified by a “Parent Material Adverse Effect” qualification shall be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of Parent and Merger Sub set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as if would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided, however, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable), only as of such time date or period; and provided, further (A) the representations and warranties of the Parent and Merger Sub set forth in the first sentence of Section 4.1(a), Section 4.2(e), Section 4.3, Section 4.4(b)(ii), Section 4.22 and Section 4.24 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 expressly made representations and warranties that by their terms speak specifically as of an earlier another date, in which case as of such date), except where ; (B) the failure of such representations and warranties to be so true of Parent and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” Merger Sub set forth in any individual such representation or warrantySection 4.2(a) would (in each case with respect to Parent and not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (ii) Section 5.2(aSubsidiaries) shall be true and correct other than for de minimis inaccuracies as of the date of this Agreement hereof and as of the Closing Date, Date as if though made on and as of such time the Closing Date (except to the extent expressly made representations and warranties that by their terms speak specifically as of an earlier another date, in which case as of such date), except for any Immaterial Inaccuracies, ; and (iiiC) the representations and warranties of Parent and Merger Sub set forth in Section 5.9(a4.8(a) shall be true and correct in all respects as of the date hereof and as of this Agreement the Closing Date as though made on and as of the Closing Date, as if made as of such time;. (b) Each of Parent and Merger Sub shall have performed or complied in all material respects with their respective obligations or the obligations, covenants under the Agreement and agreements required to be performed or complied with by them it under the Agreement at or prior to the Effective time;Time. (c) not less than three (3) Business Days prior to the Closing Date, the The Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closinga certificate, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses dated as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees signed by Parent and the Parent Subsidiaries in respect of, such Payoff Indebtedness; (d) prior to the Effective Time, Parent shall deliver to the Company a certificate, signed on behalf of Parent by its Parent’s chief executive officer or and chief financial officer officer, certifying to the effect that the conditions set forth in clauses (a) and (b) immediately above shall have occurred and be continuing as of the Effective Time; and (e) The Company shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date of the Company Tax Opinionbeen satisfied.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger shall be are further subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, (to the extent permitted by applicable Law) waiver by the Company on or prior to the Effective Time of the following conditions: (a) (i) each of the representations and warranties of Parent and Merger Sub contained in Section 3.2 (iAuthority; Execution and Delivery; Enforceability) this Agreement shall be true and correct in all respects as of the date made and as of the Effective Time as though made on and as of the Effective Time (other than except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), (ii) each of the representations and warranties contained in Section 5.2(a3.1 (Organization, Standing and Power) and Section 5.9(a3.6 (Brokers' Fees and Expenses) shall be true and correct in all material respects as of the date made and as of the Effective Time as though made on and as of the Effective Time (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), and (iii) any other representations and warranties of Parent or Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement made and as of the Closing Date, Effective Time (without giving effect to any references to any "Parent Material Adverse Effect" or other "materiality" qualifications) as if though made on and as of such time the Effective Time (except to the extent expressly made that those representations and warranties which address matters only as of an earlier date, in which case a particular date need only be true and correct as of such date), ) except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expectednot, individually or in the aggregate, to have a Parent Material Adverse Effect, (ii) Section 5.2(a) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except for any Immaterial Inaccuracies, and (iii) Section 5.9(a) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time; (b) each of Parent and Merger Sub shall have complied with or performed or complied in all material respects with their respective obligations or covenants under the Agreement each covenant and obligation that it is required to be performed comply with or complied with by them under the Agreement to perform at or prior to the Effective timeTime; (c) not less than three (3) Business Days prior Parent shall have delivered to the Closing Date, Company a certificate signed by an executive officer of the Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closing, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses dated as of the anticipated Closing Date (and Effective Time to the daily accrual thereafter), together with appropriate wire instructions, and effect that the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment conditions specified in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such IndebtednessSection 7.3(a) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees by Parent and the Parent Subsidiaries in respect of, such Payoff IndebtednessSection 7.3(b) have been satisfied; (d) prior to the Effective Time, Parent this Agreement shall deliver to the Company a certificate, signed on behalf of Parent by its chief executive officer or chief financial officer that the conditions set forth not have been validly terminated in clauses (a) and (b) above shall have occurred and be continuing as of the Effective Time; and (e) The Company shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, accordance with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date of the Company Tax OpinionSection 8.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger shall be transactions provided for hereby are subject to the satisfaction satisfaction, on or prior to the Closing Date Date, of each of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable Law: Section 8.2.1 Each of (ai) the representations and warranties of Parent Buyer and Merger Sub contained in (i) this Agreement that are qualified by Buyer Material Adverse Effect shall be true and correct in all respects as of the Effective Time as though made on and as of the Effective Time (other than except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), and (ii) the representations and warranties of Buyer and Merger Sub contained in Section 5.2(a) and Section 5.9(a)this Agreement that are not so qualified (including, without limitation, those which are qualified by the phrase “material”) shall be true and correct as of the date of this Agreement Effective Time as though made on and as of the Closing Date, as if made Effective Time (except that those representations and warranties which address matters only as of such time (except to the extent expressly made as of an earlier date, in which case a particular date need only be true and correct as of such date), except where to the extent that the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in any individual such representation or warrantywarranty specified in this Section 8.2.1(ii) would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (ii) Section 5.2(a) shall be true and correct as has not had and could not reasonably be likely to have a Buyer Material Adverse Effect. Section 8.2.2 Each of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except for any Immaterial Inaccuracies, and (iii) Section 5.9(a) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time; (b) Parent Buyer and Merger Sub shall have performed or complied in with all material respects with their respective obligations or agreements and covenants under the required by this Agreement required and each Ancillary Agreement to which it is a party to be performed or complied with by them under the Agreement at it on or prior to the Effective time; (c) not less than three (3) Business Days prior to the Closing Date, the Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closing, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees by Parent and the Parent Subsidiaries in respect of, such Payoff Indebtedness; (d) prior to the Effective Time, Parent shall deliver except to the Company extent that such nonperformance or noncompliance has not had and could not reasonably be likely to have a certificate, signed on behalf Buyer Material Adverse Effect. Section 8.2.3 Each of Parent by its chief executive officer or chief financial officer that the conditions set forth in clauses (a) Buyer and (b) above Merger Sub shall have occurred tendered for delivery the documents and other items to be continuing as delivered by such parties pursuant to Article 3 of the Effective Time; andthis Agreement. (e) Section 8.2.4 The Company shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to all Permits and consents by Governmental Authorities that are required for the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated as of consummate the Closing Date, in form transactions contemplated hereby and substance reasonably satisfactory to the Company and based on the facts, representations, assumptions and exclusions consents by third parties set forth or described in such opinion, to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date on Section 4.5 of the Company Tax OpinionDisclosure Schedule. Section 8.2.5 The Merger and the other transactions contemplated hereby shall have been approved by the requisite vote or consent of the Shareholders.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate effect the Merger shall be are subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Effective Time, of the following conditions, additional conditions (any and all of which may be waived by the Company, in whole or in part by the Companypart, at any time prior to the extent permitted by applicable Law:Effective Time): (ai) the The representations and warranties of Parent contained in (i) this Agreement herein (other than the representation and warranties set forth in Section 5.2(a6.2(a) and Section 5.9(a)6.3) shall be true and correct as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and not as of the Closing Date, as if made as of Effective Time and (z) where any such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such the representations and warranties in the aggregate to be so true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” qualifications contained therein); and (ii) the representations and warranties of Parent set forth in any individual such representation or warrantySection 6.2(a) would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (ii) and Section 5.2(a) 6.3 shall be true and correct in all material respects both when made and at and as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, and (y) the accuracy of representations and warranties that by their terms speak as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case or some other date will be determined as of such date), except for any Immaterial Inaccuracies, ; and (iii) Section 5.9(a) the Company shall be true and correct as have received a certificate executed by a senior executive officer of Parent on its behalf to the date of this Agreement and as of the Closing Date, as if made as of such time;foregoing effect. (b) Parent and Merger Sub shall have performed or and complied with in all material respects with their respective obligations or covenants under the this Agreement required to be performed or complied with by them under the Agreement at on or prior to the Effective time; (c) not less than three (3) Business Days prior to the Closing Date, the Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closing, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees by Parent and the Parent Subsidiaries in respect of, such Payoff Indebtedness; (d) prior to the Effective Time, and the Company shall have received a certificate executed by a senior executive officer of Parent shall deliver to the Company a certificateforegoing effect. (c) Since the date of this Agreement, signed on behalf of Parent by its chief executive officer or chief financial officer that the conditions set forth in clauses (a) and (b) above there shall not have occurred and be continuing as of the Effective Time; andany Parent Material Adverse Effect. (ed) The Company shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated Except as of the Closing Date, in form and substance reasonably satisfactory to the Company and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as Section 8.2(d) of the date Parent Disclosure Letter, there shall not be pending any litigation or proceeding of the Company Tax Opinionany kind which would reasonably be expected to have a Parent Material Adverse Effect.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger shall be subject to the satisfaction on or waiver prior to the Closing Date Effective Time of each of the following conditions, any and all of which may be waived in whole or in part exclusively by the Company, to the extent permitted by applicable Law: (a) the : Representations and Warranties. The representations and warranties of Parent contained Parent, Merger Sub 1 and Merger Sub 2 set forth in (i) this Agreement (other than in Section 5.2(a) and Section 5.9(a)) Article IV shall be true and correct as of the date of this Agreement on and as of the Closing Date, Effective Time with the same force and effect as if made as of such time (except to the extent expressly made as of an earlier date, in which case on and as of such date), except where the (A) for any failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in any individual such representation or warranty) would which has not reasonably be expected, individually or in the aggregate, to have had a Parent Material Adverse Effect; provided, however, that (iia) such Parent Material Adverse Effect qualifier shall be inapplicable with respect to representations and warranties set forth in Section 5.2(a) 4.3 and Section 4.4 hereof (collectively, the "Parent Special Representations"), each of which individually shall be true and correct as of the date of this Agreement in all material respects on and as of the Closing DateEffective Time, as if made (B) for changes contemplated by this Agreement and (C) for those representations and warranties which address matters only as of such time a particular date (except to the extent expressly made as of an earlier date, in which case as of such date), except for any Immaterial Inaccuracies, and (iii) Section 5.9(a) representations shall be have been true and correct as of such particular date, subject to the date of this Agreement qualification set forth in the immediately preceding clause (A)); and as of the Closing Date, as if made as of such time; (b) Parent for purposes of determining the accuracy of the representations and warranties of Parent, Merger Sub 1 and Merger Sub 2 set forth in the Agreement for purposes of this Section 7.2(a), all "Parent Material Adverse Effect" and materiality qualifications and other qualifications based on the word "material" or similar phrases contained in such representations and warranties shall be disregarded (it being understood and hereby agreed that (x) the phrase "similar phrases" as used in this proviso shall not be deemed to include any dollar thresholds contained in any such representations and warranties and (y) the representation and warranty set forth in Section 4.10(a) hereof shall not be disregarded pursuant to the terms of this proviso); and the Company shall have received a certificate signed on behalf of Parent by an authorized executive officer of Parent to the foregoing effect, a certificate signed on behalf of Merger Sub 1 by an authorized executive officer of Merger Sub 1 to the foregoing effect and a certificate signed on behalf of Merger Sub 2 by an authorized executive officer of Merger Sub 2 to the foregoing effect. Performance of Obligations of Parent, Merger Sub 1 and Merger Sub 2. Parent, Merger Sub 1 and Merger Sub 2 shall have performed or in all material respects any obligations and complied in all material respects with their respective obligations any covenants or covenants under the Agreement required other agreements of Parent, Merger Sub 1 and Merger Sub 2 to be performed or complied with by them under the this Agreement at or prior to the Effective time; (c) not less than three (3) Business Days prior to the Closing Date, Time; and the Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closing, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees by Parent and the Parent Subsidiaries in respect of, such Payoff Indebtedness; (d) prior to the Effective Time, Parent shall deliver to the Company a certificate, certificate signed on behalf of Parent by its chief an authorized executive officer or chief financial officer that the conditions set forth in clauses (a) and (b) above shall have occurred and be continuing as of the Effective Time; and (e) The Company shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel Parent to the Company (orforegoing effect, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated as a certificate signed on behalf of the Closing Date, in form and substance reasonably satisfactory Merger Sub 1 by an authorized executive officer of Merger Sub 1 to the Company foregoing effect and based a certificate signed on the facts, representations, assumptions and exclusions set forth or described in such opinion, behalf of Merger Sub 2 by an authorized executive officer of Merger Sub 2 to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date of the Company Tax Opinionforegoing effect.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger shall be transactions provided for hereby are subject to the satisfaction satisfaction, on or prior to the Closing Date Date, of each of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable Law: (a) the All representations and warranties of Parent and Merger Sub contained in (i) this Agreement (other than in Section 5.2(a) and Section 5.9(a)) shall be true accurate in all respects at and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (ii) Section 5.2(a) shall be true and correct as of the date of this Agreement at and as of the Closing Date, except as if made as of such time (except and to the extent that the facts and conditions upon which such representations and warranties are based are expressly made as required or permitted to be changed by the terms hereof, and except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on Parent; PROVIDED, HOWEVER, that, for purposes of an earlier date, in which case as determining the accuracy of such date)representations and warranties, except for any Immaterial Inaccuraciesall "Material Adverse Effect" qualifications and other materiality qualifications, and (iii) Section 5.9(a) any similar qualifications, contained in such representations and warranties shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time;disregarded. (b) Parent and Merger Sub shall have performed or and complied with in all material respects with their respective obligations or covenants under the each agreement, covenant and obligation required by this Agreement required to be so performed or complied with by them under the Agreement at or Parent and Merger Sub prior to or on the Effective time;Closing Date. (c) not less than three Each of Parent and Merger Sub shall have tendered for delivery the documents and other items to be delivered by such parties pursuant to ARTICLE III of this Agreement. (3d) Business Days Parent shall have delivered to the Company (i) a written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT J and (ii) for the benefit of all parties hereto, a written opinion of Morris, Nichols, Arsht & Xxxxxxx, dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT M. 7.3. CONDITIONS TO THE OBLIGATIONS OF PARENT AND MERGER SUB TO EFFECT THE MERGER. The respective obligations of Parent and Merger Sub to consummate the transactions provided for hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Parent or Merger Sub: (a) All representations and warranties of the Company contained in this Agreement shall be accurate in all respects at and as of the date of this Agreement and at and as of the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on the Company; PROVIDED, HOWEVER, that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded, and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded. (b) The Company shall have received payoff letters from performed and complied with in all material respects each holder of Payoff Indebtedness that will agreement, covenant and obligation required by this Agreement to be outstanding immediately so performed or complied with by the Company prior to or on the Closing, Closing Date. (c) All representations and warranties of the Stockholders contained in form reasonably satisfactory to the Company, setting forth Stockholder Support Agreements and the total amounts payable to each such holder, agent Releases (as defined below) shall be accurate in all respects at and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses as of the anticipated date of such Agreement and at and as of the Closing Date (Date, except as and to the daily accrual thereafter), together with appropriate wire instructionsextent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and except that any inaccuracies in such representations and warranties will be disregarded if the agreement circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on the Company; PROVIDED, HOWEVER, that, for purposes of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full determining the accuracy of such amounts owed to such holderrepresentations and warranties, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent (i) all "Material Adverse Effect" qualifications and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securingother materiality qualifications, and any guarantees by Parent similar qualifications, contained in such representations and the Parent Subsidiaries in respect of, such Payoff Indebtedness;warranties shall be disregarded. (d) Each Stockholder (other than the Non-Accredited Common Stockholders) shall have executed and delivered a Stockholder Support Agreement in the form attached hereto as EXHIBIT A. Each Non-Accredited Common Stockholder shall have executed and delivered a release ("RELEASE") in form and substance reasonably acceptable to Parent in its sole discretion. Each Stockholder shall have performed and complied with in all material respects each agreement, covenant and obligation required by the Stockholder Support Agreements and the Releases, as applicable, to be so performed or complied with by such Stockholder prior to or on the Effective Time, Parent shall deliver to the Company a certificate, signed on behalf of Parent by its chief executive officer or chief financial officer that the conditions set forth in clauses (a) and (b) above shall have occurred and be continuing as of the Effective Time; andClosing Date. (e) The Company shall have received tendered for delivery the documents and other items to be delivered by such parties pursuant to ARTICLE III of this Agreement. (f) The Company shall have delivered to Parent a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP)of Venture Law Group, dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT K. (g) The Merger shall have been approved by one hundred percent (100%) of the Stockholders in accordance with the DGCL. (h) All Permits and Consents by governmental agencies that are required for the consummation of the transactions contemplated hereby, or by third parties that are required in order to prevent a breach of, a default under, or a termination, change in the terms or conditions or modification of, any instrument, contract, lease, license or other agreement to which the Company is a party and which is denoted with an asterisk (*) on SCHEDULES 4.8 shall have been obtained on terms and conditions satisfactory to Parent. In addition, Parent shall have received from the Company the Consents set forth on SCHEDULE 4.17 hereto. In the event the Company cannot obtain certain Consents prior to the Closing and Parent elects to waive this condition to Closing, the Company shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain all necessary consents. (i) The Executives shall have executed and delivered the Employment Agreements and the Non-Competition Agreements. (j) Tyler shall have executed and delivered (i) the Consulting Agreement, (ii) a Non-Competition Agreement and (iii) all documentation reasonably requested by Parent to transfer the trademark "TicketWeb - The Online Ticketing Alternative," and any other Company trademark held by Tyler, to the Company. (k) All liens against the Company or any of its assets or properties shall have been released, including, without limitation, those liens listed on SCHEDULE 7.3(k) hereto. (l) That certain employment agreement, dated as of October 1998, by and between the Company and Tyler shall have been terminated and Parent shall have received documentation reasonably requested by Parent to evidence such termination. (m) The Company and Paciolan shall have entered into an amendment to that certain agreement, dated as of February 8, 1999, by and between the Company and Paciolan setting forth (i) the understanding between the parties with respect to all fees or other amounts due to Paciolan by the Company and (ii) limitations on liability for breaches of such agreement, subject to the reasonable approval of Parent with respect to the form and substance reasonably satisfactory of such amendment. (n) Midland Concert Promotions Group Ltd. and its successor, SFX Entertainment Inc. (collectively, "MCP"), shall have agreed in writing, subject to the reasonable satisfaction of Parent, that MCP has no right to purchase equity in TicketWeb UK and that MCP's sole right to purchase equity of the Company or any of its Subsidiaries is evidenced by that certain warrant, dated as of May 19, 2000, issued by the Company to MCP. (o) Nobody in Particular Presents ("XXXX") shall have agreed in writing, subject to the reasonable satisfaction of Parent, that the Company's obligation to issue options and/or warrants to XXXX pursuant to that certain agreement, effective as of April 1, 1999, by and between the Company and XXXX (the "XXXX AGREEMENT") has been satisfied in full by the issuance of warrants to purchase capital stock of the Company to Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxx (the "XXXX PRINCIPALS"). In addition, the warrants issued to the XXXX Principals shall have been amended, subject to the reasonable satisfaction of Parent, to add the performance based on the facts, representations, assumptions and exclusions vesting requirements set forth or described in such opinionthe XXXX Agreement. (p) The Company shall have provided Parent with a fully executed copy of that certain agreement, date as of March 7, 2000, between the Company and Bravo Entertainment LLP. (q) The Company shall have provided Parent with all documentation, subject to the effect that reasonable approval of Parent with respect to the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLPof such documentation, as applicable, including Tax representation letters in substantially evidencing that the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested purchase by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date of the Company Tax Opinionof all UK Shares shall take place immediately following the Closing pursuant to SECTION 6.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate effect the Merger shall be are subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Effective Time, of the following conditions, additional conditions (any and all of which may be waived by the Company, in whole or in part by the Companypart, at any time prior to the extent permitted by applicable Law:Effective Time): (ai) the The representations and warranties of Parent contained in (i) this Agreement herein (other than the representation and warranties set forth in Section 5.2(a), (b), (c), (e), (f) and (g) and Section 5.9(a)5.3) shall be true and correct as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and not as of the Closing Date, as if made as of Effective Time and (z) where any such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such the representations and warranties in the aggregate to be so true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” qualifications contained therein); and (ii) the representations and warranties of Parent set forth in any individual such representation or warranty) would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse EffectSection 5.2(a), (iib), (c), (e), (f) and (g) and Section 5.2(a) 5.3 shall be true and correct in all material respects both when made and at and as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, and (y) the accuracy of representations and warranties that by their terms speak as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case or some other date will be determined as of such date), except for any Immaterial Inaccuracies, ; and (iii) Section 5.9(a) the Company shall be true and correct as have received a certificate of the date Chief Executive Officer of this Agreement and as of Parent to the Closing Date, as if made as of such time;foregoing effect. (b) Parent and Merger Sub shall have performed or and complied with in all material respects with their respective obligations or covenants under the this Agreement required to be performed or complied with by them under the Agreement at on or prior to the Effective time; (c) not less than three (3) Business Days prior to the Closing Date, the Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closing, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees by Parent and the Parent Subsidiaries in respect of, such Payoff Indebtedness; (d) prior to the Effective Time, and the Company shall have received a certificate of the Chief Executive Officer of Parent shall deliver to the Company a certificateforegoing effect. (c) Since the date of this Agreement, signed on behalf of Parent by its chief executive officer or chief financial officer that the conditions set forth in clauses (a) and (b) above there shall not have occurred and be continuing as of the Effective Time; and (e) The Company any Parent Material Adverse Effect, and no event shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated as of the Closing Dateoccurred or circumstance shall exist that, in form and substance reasonably satisfactory to the Company and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or combination with any other relevant parties)events or circumstances, would reasonably be expected to have or result in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date of the Company Tax Opiniona Parent Material Adverse Effect.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate effect the Merger shall be are subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Closing, of the following conditions, additional conditions (any and all of which may be waived by the Company, in whole or in part by the Companypart, at any time prior to the extent permitted by applicable Law:Closing): (a) (i) The representations and warranties of Parent set forth in Section 6.6(a) (Absence of Certain Changes or Events) shall be true and correct both when made and at and as of the Effective Time, with the same effect as if made as of the Closing Date; (ii) the representations and warranties of Parent contained in (i) this Agreement herein (other than the representation and warranties set forth in Section 5.2(a6.2(a), (b) and (e) (Capitalization), Section 6.3 (Authority) and Section 5.9(a6.6(a) (Absence of Certain Changes or Events)) shall be true and correct both when made and at and as of the Closing Date, with the same effect as if made as of the Closing Date except (x) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement and as of the Closing Date, as if made or some other date will be determined as of such time date and (except to the extent expressly made as of an earlier date, in which case as of y) where any such date), except where the failure of such the representations and warranties in the aggregate to be so true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” qualifications contained therein) (other than those references to “material” set forth in the second to last sentence of Section 6.5(a), Section 6.5(b)(iii), Section 6.5(c) and Section 6.8; and (iii) the representations and warranties of Parent set forth in Section 6.2(a), (b) and (e) (Capitalization) and Section 6.3 (Authority) shall be true and correct in all material respects both when made and at and as of the Closing Date, with the same effect as if made as of the Closing Date except the accuracy of representations and warranties that by their terms speak as of the date hereof or some other date will be determined as of such date; and the Company shall have received a certificate executed by a senior executive officer of Parent on its behalf to the foregoing effect. (b) Parent, Holdco, Merger Sub and Merger Sub 2 shall have performed and complied with in all material respects their obligations under this Agreement to be performed or complied with on or prior to the Closing Date, and the Company shall have received a certificate executed by a senior executive officer of Parent to the foregoing effect. (c) Since the date of this Agreement, there shall not have been any individual such representation change, state of facts, circumstance, occurrence, event or warranty) would not reasonably be expecteddevelopment that, individually or in the aggregateaggregate with any other change, state of facts, circumstance, occurrence, event or development, has had or would reasonably be expected to have a Parent Material Adverse Effect, (ii) Section 5.2(a) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except for any Immaterial Inaccuracies, and (iii) Section 5.9(a) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time; (b) Parent and Merger Sub shall have performed or complied in all material respects with their respective obligations or covenants under the Agreement required to be performed or complied with by them under the Agreement at or prior to the Effective time; (c) not less than three (3) Business Days prior to the Closing Date, the Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closing, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees by Parent and the Parent Subsidiaries in respect of, such Payoff Indebtedness; (d) prior to the Effective Time, Parent shall deliver to the Company a certificate, signed on behalf of Parent by its chief executive officer or chief financial officer that the conditions set forth in clauses (a) and (b) above shall have occurred and be continuing as of the Effective Time; and (e) The Company shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date of the Company Tax Opinion.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate effect the Merger shall be are subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Effective Time, of the following conditions, additional conditions (any and all of which may be waived by the Company, in whole or in part by the Companypart, at any time prior to the extent permitted by applicable Law:Effective Time): (a) the (i) The representations and warranties of Parent contained in (i) this Agreement herein (other than the representation and warranties set forth in Section 5.2(a) and Section 5.9(a)6.2) shall be true and correct when made and at and as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes expressly permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and not as of the Closing DateEffective Time, as if made as of and (z) where any such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such the representations and warranties in the aggregate to be so true and correct would not constitute a Parent Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” qualifications contained therein); and (ii) the representations and warranties of Parent set forth in any individual such representation or warranty) would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (ii) Section 5.2(a) 6.2 shall be true and correct in all respects both when made and at and as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, and (y) the accuracy of representations and warranties that by their terms speak as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case or some other date will be determined as of such date), except for any Immaterial Inaccuracies, ; and (iii) Section 5.9(a) the Company shall be true and correct as have received a certificate executed by a senior executive officer of Parent on its behalf to the date of this Agreement and as of the Closing Date, as if made as of such time;foregoing effect. (b) Parent and Merger Sub shall have performed or and complied with in all material respects with their respective obligations or covenants under the this Agreement required to be performed or complied with by them under the Agreement at on or prior to the Effective time; (c) not less than three (3) Business Days prior to the Closing Date, the Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closing, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees by Parent and the Parent Subsidiaries in respect of, such Payoff Indebtedness; (d) prior to the Effective Time, and the Company shall have received a certificate executed by a senior executive officer of Parent shall deliver to the Company a certificateforegoing effect. (c) Since the date of this Agreement, signed on behalf of Parent by its chief executive officer or chief financial officer that the conditions set forth in clauses (a) and (b) above there shall not have occurred and be continuing as of the Effective Time; and (e) The Company shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date of the Company Tax OpinionParent Material Adverse Effect.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate effect the Merger shall be are subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Effective Time, of the following conditions, additional conditions (any and all of which may be waived by the Company, in whole or in part part, at any time prior to the Effective Time): (i) The representations and warranties of Parent contained herein (other than the representation and warranties set forth in Section 6.2) shall be true and correct when made and at and as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes expressly permitted by the Companyterms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and not as of the Effective Time, and (z) where any such failure of the representations and warranties in the aggregate to the extent permitted by applicable Law: be true and correct would not constitute a Parent Material Adverse Effect (awithout giving effect to any "materiality" or "Parent Material Adverse Effect" qualifications contained therein); and (ii) the representations and warranties of Parent contained in (i) this Agreement (other than set forth in Section 5.2(a) and Section 5.9(a)) 6.2 shall be true and correct in all respects both when made and at and as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, and (y) the accuracy of representations and warranties that by their terms speak as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case or some other date will be determined as of such date), except where ; and the failure Company shall have received a certificate executed by a senior executive officer of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (ii) Section 5.2(a) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except on its behalf to the extent expressly made as of an earlier date, in which case as of such date), except for any Immaterial Inaccuracies, and (iii) Section 5.9(a) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time;foregoing effect. (b) Parent and Merger Sub shall have performed or and complied with in all material respects with their respective obligations or covenants under the this Agreement required to be performed or complied with by them under the Agreement at on or prior to the Effective time; (c) not less than three (3) Business Days prior to the Closing Date, the Company shall have received payoff letters from each holder of Payoff Indebtedness that will be outstanding immediately prior to the Closing, in form reasonably satisfactory to the Company, setting forth the total amounts payable to each such holder, agent and trustee of such Payoff Indebtedness to fully satisfy all principal, interest, and all fees, costs and expenses as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement of each such holder, agent and trustee of Payoff Indebtedness that upon payment in full of such amounts owed to such holder, agent or trustee, the loan documents and, if applicable, the indenture documents related to such Payoff Indebtedness shall be terminated with respect to Parent and the Parent Subsidiaries that are borrowers, issuers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and such holder, agent or trustee shall release and terminate all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing such Payoff Indebtedness (the “Payoff Letters”), together with any applicable documents necessary to evidence the release and termination of all Liens on Parent and the Parent Subsidiaries and their respective assets and equity securing, and any guarantees by Parent and the Parent Subsidiaries in respect of, such Payoff Indebtedness; (d) prior to the Effective Time, and the Company shall have received a certificate executed by a senior executive officer of Parent shall deliver to the Company a certificateforegoing effect. (c) Since the date of this Agreement, signed on behalf of Parent by its chief executive officer or chief financial officer that the conditions set forth in clauses (a) and (b) above there shall not have occurred and be continuing as of the Effective Time; and (e) The Company shall have received a written Tax opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Company (or, if Xxxxxxxx & Xxxxx LLP is unable to deliver such opinion, Xxxxxx & Xxxxxxx LLP), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment (the “Company Tax Opinion”). Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to rely upon customary assumptions, representations, warranties, and covenants from each of the Company, Parent, Merger Sub and LLC Sub (or any other relevant parties), in each case, in form and substance reasonably satisfactory to Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable, including Tax representation letters in substantially the forms set forth in Exhibit C hereto and Exhibit D hereto, with any modifications to such representation letters that are reasonably requested by Xxxxxxxx & Xxxxx LLP or Xxxxxx & Xxxxxxx LLP, as applicable. Each such representation letter shall be dated as of the date of the Company Tax OpinionParent Material Adverse Effect.