Common use of Conditions to the Obligations of Company T Clause in Contracts

Conditions to the Obligations of Company T. The obligation of Company T to consummate the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by Company T to the extent permitted by applicable Law: (a) The representations and warranties of Company Y and Merger Sub (i) set forth in Section 4.3 and Section 4.14 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of such date and time (except for representations and warranties made as of a specified date, only as of the specified date), (ii) set forth in Section 4.1(a) and Section 4.2(a) shall be true and correct in all but immaterial respects as of the date of this Agreement and as of the Closing Date as if made on and as of such date and time (except for representations and warranties made as of a specified date, only as of the specified date) and (iii) set forth in this Agreement (other than those Sections specifically identified in clause (i) and (ii)), shall be true and correct interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the defined term “Company Y Material Adverse Effect,” except where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Y Material Adverse Effect, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct, or true and correct in all material respects, as the case may be, only as of the specified date). (b) Company Y and Merger Sub shall have performed or complied in all material respects with all covenants and agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this Agreement, there shall not have been any Company Y Material Adverse Effect. (d) Company Y shall have delivered to Company T a certificate, dated as of the Effective Time, signed by a designated director of Company Y and a designated director of Merger Sub, certifying as to the fulfillment of the conditions specified in Section 7.3(a), (b) and (c).

Conditions to the Obligations of Company T. The obligation of Company T to consummate the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by Company T to the extent permitted by applicable Law: (a) The representations and warranties of Company Y and Merger Sub (i) set forth in Section 4.3 and Section 4.14 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of such date and time (except for representations and warranties made as of a specified date, only as of the specified date), (ii) set forth in Section 4.1(a) and Section 4.2(a) shall be true and correct in all but immaterial respects as of the date of this Agreement and as of the Closing Date as if made on and as of such date and time (except for representations and warranties made as of a specified date, only as of the specified date) and (iii) set forth in this Agreement (other than those Sections specifically identified in clause (i) and (ii)), shall be true and correct interpreted without giving effect to the words “"materially” " or “"material” " or to any qualifications based on such terms or based on the defined term “"Company Y Material Adverse Effect,” " except where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Y Material Adverse Effect, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct, or true and correct in all material respects, as the case may be, only as of the specified date). (b) Company Y and Merger Sub shall have performed or complied in all material respects with all covenants and agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this Agreement, there shall not have been any Company Y Material Adverse Effect. (d) Company Y shall have delivered to Company T a certificate, dated as of the Effective Time, signed by a designated director of Company Y and a designated director of Merger Sub, certifying as to the fulfillment of the conditions specified in Section 7.3(a), (b) and (c).