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

Conditions to the Obligation of the Company to Effect the Merger. The obligation of the Company to consummate the Transactions is subject to the satisfaction (or waiver in writing by the Company in its sole discretion) of the following conditions: (a) (i) each representation and warranty that is qualified by materiality or by Parent Material Adverse Change is true and correct as written as of the Signing Date and as of the Closing Date as if made as of the Closing Date (except to the extent such representation or warranty expressly relates to an earlier date, in which case the truth and correctness of such representation or warranty will be measured on and as of such earlier date), and (ii) each representation and warranty set forth in ARTICLE 5 that is not qualified by materiality or by Parent Material Adverse Change is true and correct in all material respects as of the Signing Date and as of the Closing Date as if made as of the Closing Date (except to the extent such representation or warranty expressly relates to an earlier date, in which case the truth and correctness of such representation or warranty will be measured on and as of such earlier date); (b) each Buyer Entity has performed and complied in all material respects with all of such Buyer Entity’s obligations hereunder required hereby to be performed or complied with by such Buyer Entity at or prior to the Closing; and (c) the Company has received a certificate signed on behalf of the Parent by the Parent’s Chief Executive Officer and Chief Financial Officer to the effect that the conditions in Sections 7.2(a) and (b) have been satisfied.

Conditions to the Obligation of the Company to Effect the Merger. The obligation of the Company to consummate effect the Transactions is Merger shall be subject to the satisfaction (on or waiver in writing by prior to the Company in its sole discretion) Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, as the case may be, to the extent permitted by applicable Law: (a) (i) each representation the representations and warranty that is qualified by materiality or by warranties of Parent Material Adverse Change is and Merger Sub contained in this Agreement shall be true and correct as written in all respects both as of the Signing Date date hereof and as of the Closing Date as if though made on and as of the Closing Date (except to the extent such for any representation or warranty that is expressly relates to an earlier made as of a specified date, in which case the truth and correctness of such representation or warranty will be measured on and as of such earlier specified date), except where the failure of such representations and (ii) each representation and warranty set forth in ARTICLE 5 that is not qualified by materiality or by Parent Material Adverse Change is warranties to be true and correct in all respects, individually or in the aggregate, has not had, and would not reasonably be expected to have, any material respects as adverse effect on the ability of Parent or Merger Sub to consummate the Signing Date and as of the Closing Date as if made as of the Closing Date (except to the extent such representation or warranty expressly relates to an earlier date, in which case the truth and correctness of such representation or warranty will be measured on and as of such earlier date)Merger; (b) each Buyer Entity has performed (i) Parent and complied Merger Sub shall not have breached or failed to perform or to comply with, in all any material respects with all of such Buyer Entity’s obligations hereunder respect, any other agreement or covenant required hereby to be performed or complied with by such Buyer Entity at them under this Agreement on or prior to the ClosingClosing Date or (ii) any such breach or failure shall have been cured to the reasonable satisfaction of the Company; and (c) the Company has received Parent shall have delivered a certificate signed certificate, validly executed for and on behalf of the Parent Company and in its name by the an officer of Parent’s Chief Executive Officer and Chief Financial Officer , to the effect that Company certifying the satisfaction of the conditions set forth in Sections 7.2(aSection 7.3(a) and (b) have been satisfiedSection 7.3(b).