Conditions to the Obligations of CoVest Sample Clauses

Conditions to the Obligations of CoVest. Notwithstanding any other provision of this Agreement, the obligation of CoVest to consummate the Merger is subject to the following conditions precedent (except as those which CoVest may choose to waive): (a) All of the representations and warranties made by Midwest in this Agreement and in any documents or certificates provided by Midwest shall have been true and correct 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 any untrue representations or warranties which individually or in the aggregate do not have a Material Adverse Effect on Midwest. (b) Midwest shall have performed all obligations and shall have complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing Date, except where any such non-performance or noncompliance would not have a Material Adverse Effect on Midwest. (c) Since the date hereof, Midwest shall not have suffered a Material Adverse Effect. (d) CoVest shall have received the fairness opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, LLC, as described in Section 5.04(b) hereof. (e) Concurrently with the execution and delivery of this Agreement, Midwest shall deliver to CoVest a voting agreement in the form of Exhibit 6.02