Common use of Conditions to the Obligations of Parent and Merger Sub Clause in Contracts

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) the representations and warranties of the Company contained in this Agreement (i) that are qualified as to Material Adverse Effect shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided that this Material Adverse Effect exception shall not apply to (x) the representations and warranties contained in the first sentence of Section 4.20, and (y) prior to the distribution of the shares of common stock of Parent to the stockholders of Reliant Energy, Incorporated, the representations and warranties contained in the second sentence of Section 4.20); and (c) Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company indicating that the conditions provided in Sections 6.02 (a) and (b) have been satisfied.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of the following further additional conditions: (a) the Company shall have complied with and performed in all material respects all of its obligations and covenants hereunder required to be performed by it at or prior to the Effective Time; (b) the representations and warranties of the Company contained in this Agreement (i) that are qualified as to the first two sentences of ‎Section 4.01, ‎‎Section 4.02, ‎Section 4.04(a) and ‎Section 4.22 (disregarding all materiality, Company Material Adverse Effect or similar qualifications contained therein) shall be true in all material respects at and correct as of the Closing Date, except to the extent Effective Time as if made at and as of such time (other than representations and warranties expressly relate to an earlier date (in that by their terms address matters only as of another specified time, which case shall be so true only as of such earlier datetime), (ii) ‎Section 4.05(a), ‎Section 4.05(d), and ‎Section 4.05(e) (iidisregarding all materiality, Company Material Adverse Effect or similar qualifications contained therein) those not so qualified shall be true at and correct as of the Closing Date, except to the extent Effective Time as if made at and as of such time (other than representations and warranties expressly relate to an earlier date (in that by their terms address matters only as of another specified time, which case shall be so true only as of such earlier datetime), except for failures of where failure to be so true would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates, individually or in the aggregate, that is more than $5,000,000 and (iii) the other representations and warranties referred to of the Company contained in this Agreement ​ ​ (disregarding all materiality, Company Material Adverse Effect or similar qualifications contained therein) shall be true in all respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), with only such exceptions in the case of this clause (iiiii) to be true and correct as do have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect; (provided c) Since the date hereof, there shall not have occurred any event, occurrence, fact, condition, change, development or effect that this has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect exception shall not apply to (x) the representations and warranties contained in the first sentence of Section 4.20, and (y) prior to the distribution of the shares of common stock of Parent to the stockholders of Reliant Energy, Incorporated, the representations and warranties contained in the second sentence of Section 4.20)Effect; and (cd) Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company indicating to the effect that the conditions provided set forth in Sections 6.02 (athe preceding clauses ‎(a), ‎(b) and (b‎(c) have been satisfied.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following further additional conditions: (a) the Company shall have performed in all material respects all each of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) the representations and warranties of the Company contained in this Agreement (i) that are qualified as to Material Adverse Effect shall be true and correct as of the Closing Date, Effective Time as though made on and as of the Effective Time except to the extent such that those representations and warranties expressly relate to an earlier date (in which case address matters only as of such earlier date), and (ii) those not so qualified a particular date shall be remain true and correct as of the Closing Datesuch date, in each case except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of that the representations and warranties referred to in this clause (ii) failure to be true and correct as do not and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect Effect, and Parent shall have received a certificate of the Chief Executive Officer of the Company to such effect; (provided that this Material Adverse Effect exception shall not apply to (xb) the representations Company shall have performed or complied in all material respects with all agreements and warranties contained in the first sentence of Section 4.20, and (y) covenants required by this Agreement to be performed or complied with by it on or prior to the distribution Effective Time and Parent shall have received a certificate signed by the Chief Executive Officer of the shares of common stock of Parent Company to the stockholders of Reliant Energy, Incorporated, the representations and warranties contained in the second sentence of Section 4.20); andforegoing effect; (c) Parent shall have received a certificate signed on behalf received, each in form and substance reasonably satisfactory to Parent, all authorizations, consents, orders and approvals of the Company by an executive officer of the Company indicating that the conditions provided in Sections 6.02 (a) all Governmental Entities and (b) have been satisfied.officials;

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Parent and Merger Sub) of the following further conditions: (a) the Company shall have performed in all material respects all each of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) the representations and warranties of the Company contained in this Agreement (i) that are qualified set forth in Sections 4.1(a), 4.2(a), 4.2(c), 4.3, 4.16 and 4.19 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 the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to Material Adverse Effect a specific period, in which event such representation or warranty shall be so true and correct in all material respects only as of such particular date or with respect to such specific period), (ii) set forth in Section 4.9(a) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date and (iii) set forth in this Agreement, other than those Sections specifically identified in clauses (i) and (ii) of this Section 7.2(a), shall be true and correct as of the date of this Agreement and as of the Closing DateDate (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of event such earlier date), and (ii) those not so qualified representation or warranty shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case only as of such earlier dateparticular date or with respect to such specific period), except for failures of where the representations and warranties referred to in this clause (ii) failure to be so true and correct (without giving effect to any limitation as do not and to “materiality,” “Company Material Adverse Effect” or similar qualifications as set forth therein) would not reasonably be expected to havenot, either individually or in the aggregate, have a Company Material Adverse Effect (provided that this Material Adverse Effect exception shall not apply to (x) the representations and warranties contained in the first sentence of Section 4.20, and (y) prior to the distribution of the shares of common stock of Parent to the stockholders of Reliant Energy, Incorporated, the representations and warranties contained in the second sentence of Section 4.20); and (c) Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company indicating that the conditions provided in Sections 6.02 (a) and (b) have been satisfied.Effect;

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following further conditions: or waiver (awhere permissible) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time;Time of the following additional conditions: (ba) the representations and warranties of the Company contained in this Agreement (i) that are qualified as to Material Adverse Effect Sections 4.01, 4.03, 4.18 and 4.19 shall be trued and correct in all material respects; (ii) in Section 4.02 and the first two sentences of Section 4.08 shall be true and correct in all respects, except for de minimis inaccuracies; and (iii) elsewhere in this Agreement shall be true and correct in all respects, except to the extent such failures to be true and correct, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, in each case of clauses (i)-(iii), (A) disregarding all “materiality” and “Company Material Adverse Effect” qualifications and (B) measured as of the date hereof and as of the Closing Date, as though made on and as of such date and time, except to the extent such representations and warranties expressly relate to made as of an earlier date (date, in which case as of such earlier date); (b) the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; (c) no Company Material Adverse Effect of the type described in clause (a) of the definition thereof shall have arisen or occurred following the date of this Agreement; and (d) the Company shall have delivered to Parent a certificate, and (ii) those not so qualified shall be true and correct dated as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do not and would not reasonably be expected to have, individually or in the aggregate, signed by a Material Adverse Effect (provided that this Material Adverse Effect exception shall not apply to (x) the representations and warranties contained in the first sentence of Section 4.20, and (y) prior to the distribution of the shares of common stock of Parent to the stockholders of Reliant Energy, Incorporated, the representations and warranties contained in the second sentence of Section 4.20); and (c) Parent shall have received a certificate signed on behalf of the Company by an senior executive officer of the Company indicating that Company, certifying as to the satisfaction of the conditions provided specified in Sections 6.02 (a9.02(a), 9.02(b) and (b) have been satisfied9.02(d).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: (a) the Company shall have performed (or any non-performance shall have been cured), in all material respects respects, all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) (i) the representations and warranties of the Company contained in ‎Section 4.05(a) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (ior, if such representations and warranties are given as of another specific date, at and as of such date); (ii) that are qualified as the representations and warranties of the Company contained in ‎Section 4.01 (other than the third sentence thereof), ‎Section 4.02, ‎Section 4.04(i), ‎Section 4.06(b) ((x) other than the last sentence thereof and (y) solely with respect to Material Adverse Effect the Major Subsidiaries of the Company), ‎Section 4.27, ‎Section 4.28 and ‎Section 4.29 shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Dateas if made at and as of the Closing (or, except to the extent if such representations and warranties expressly relate to an earlier date (in which case are given as of another specific date, at and as of such earlier date), ; and (iiiii) those not so qualified the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing Dateas if made at and as of the Closing (or, except to the extent if such representations and warranties expressly relate to an earlier date (in which case are given as of another specific date, at and as of such earlier date), except for failures except, in the case of this clause ‎(iii) only, where the failure of such representations and warranties referred to in this clause (ii) to be true and correct as do has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (c) since the date of this Agreement, there shall not have occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (d) both (i) the early termination or expiration of the waiting period required under the HSR Act shall have occurred and (ii) the Company Required Governmental Authorizations and the Parent Required Governmental Authorizations set forth in ‎Section 9.02(d) of the Parent Disclosure Schedule, in each case in this clause (d), with respect to the consummation of the Merger, shall have been made or obtained, as applicable, and shall be in full force and effect and, in each case in this clause ‎(d), shall not impose any term or condition that would have or would reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect (provided that this Material Adverse Effect exception shall not apply to (x) on Parent or the representations and warranties contained in the first sentence of Section 4.20, and (y) prior to the distribution of the shares of common stock of Parent to the stockholders of Reliant Energy, Incorporated, the representations and warranties contained in the second sentence of Section 4.20)Company; and (ce) Parent shall have received a certificate signed on behalf of the Company by from an executive officer of the Company indicating that confirming the satisfaction of the conditions provided set forth in Sections 6.02 (a‎9.02(a), ‎9.02(b) and (b) have been satisfied‎9.02(c).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it satisfaction, at or prior to the Effective Time;, of each of the following conditions: (ba) (i) the representations and warranties of the Company contained in this Agreement (iSection 4.05(a), the first sentence of Section 4.06(b) that are qualified as to Material Adverse Effect and Section 4.10(b) shall be true and correct at and as of the Closing DateEffective Time as if made at and as of such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, except which shall be true only as of such time), with only such exceptions in the case of Section 4.05(a) as would not reasonably be expected to have a De Minimis Effect, (ii) the extent such representations and warranties expressly relate to an earlier date (of the Company contained in which case as the first sentence of such earlier dateSection 4.01, Section 4.02, Section 4.04, Section 4.06(b), Section 4.20, Section 4.21 and (ii) those not so qualified Section 4.22 shall be true and correct in all material respects at and as of the Closing DateEffective Time as if made at and as of the Effective Time (or, except to the extent if such representations and warranties expressly relate to an earlier date (in which case are given as of another specific date, at and as of such earlier date), except for failures of ; and (iii) the other representations and warranties referred to of the Company contained in this clause (ii) Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct at and as do of the Effective Time as if made at and as of such time (other than any such representations and warranty that by its terms addresses matters only as another specified time, which shall be true and correct only as of such time), with only such exceptions in the case of clause (iii) as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect; (provided that this Material Adverse Effect exception shall not apply to (xb) the representations and warranties contained Company shall have performed in the first sentence of Section 4.20, and (y) all material respects its obligations under this Agreement contemplated to be performed prior to the distribution Effective Time; provided that the failure by the Company to perform its obligations set forth in Section 6.05 shall not be deemed to constitute a failure of the shares closing condition set forth in this Section 9.02(b); (c) since the date of common stock of Parent this Agreement, there shall have not occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to the stockholders of Reliant Energyhave, Incorporated, the representations and warranties contained individually or in the second sentence of Section 4.20)aggregate, a Company Material Adverse Effect; and (cd) Parent the Company shall have received delivered to Parent a certificate signed on behalf of the Company by an executive officer of the Company indicating dated as of the date of the Effective Time certifying that the conditions provided specified in Sections 6.02 (a) Section 9.02(a), Section 9.02(b), and (bSection 9.02(c) have been satisfied.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: (a) the Company shall have performed (or any non-performance shall have been cured), in all material respects respects, all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) (i) the representations and warranties of the Company contained in Section 4.05(a) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (ior, if such representations and warranties are given as of another specific date, at and as of such date); (ii) that are qualified as the representations and warranties of the Company contained in Section 4.01 (other than the third sentence thereof), Section 4.02, Section 4.04(i), Section 4.06(b) ((x) other than the last sentence thereof and (y) solely with respect to Material Adverse Effect the Major Subsidiaries of the Company), Section 4.27, Section 4.28 and Section 4.29 shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Dateas if made at and as of the Closing (or, except to the extent if such representations and warranties expressly relate to an earlier date (in which case are given as of another specific date, at and as of such earlier date), ; and (iiiii) those not so qualified the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing Dateas if made at and as of the Closing (or, except to the extent if such representations and warranties expressly relate to an earlier date (in which case are given as of another specific date, at and as of such earlier date), except for failures except, in the case of this clause (iii) only, where the failure of such representations and warranties referred to in this clause (ii) to be true and correct as do has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (c) since the date of this Agreement, there shall not have occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (d) both (i) the early termination or expiration of the waiting period required under the HSR Act shall have occurred and (ii) the Company Required Governmental Authorizations and the Parent Required Governmental Authorizations set forth in Section 9.02(d) of the Parent Disclosure Schedule, in each case in this clause (d), with respect to the consummation of the Merger, shall have been made or obtained, as applicable, and shall be in full force and effect and, in each case in this clause (d), shall not impose any term or condition that would have or would reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect (provided that this Material Adverse Effect exception shall not apply to (x) on Parent or the representations and warranties contained in the first sentence of Section 4.20, and (y) prior to the distribution of the shares of common stock of Parent to the stockholders of Reliant Energy, Incorporated, the representations and warranties contained in the second sentence of Section 4.20)Company; and (ce) Parent shall have received a certificate signed on behalf of the Company by from an executive officer of the Company indicating that confirming the satisfaction of the conditions provided set forth in Sections 6.02 (a9.02(a), 9.02(b) and (b) have been satisfied9.02(c).

Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it or waiver at or prior to the Effective Time;Time of the following conditions: 6.3.1 (bi) each of the representations and warranties of the Company set forth in Sections ‎3.1.1, ‎3.2.1, and ‎‎3.3, the first sentence of Section ‎3.8.2, and Section ‎3.20 above shall be true and correct in all respects at and as of the Closing Date, other than, solely with respect to Section ‎3.2.1 for de minimis inaccuracies as of the date hereof and as of the Closing Date; and (ii) the other representations and warranties of the Company contained in Article 3 of this Agreement (i) that are qualified as Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true and correct at and as of the Closing Date (other than representations or warranties that address matters only as of a certain date, which shall be true and correct as of the Closing Datesuch date), except to where the extent failure of such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties referred to in this clause (ii) to be true and correct as do correct, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company; 6.3.2 each of the covenants and obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time (provided that this except for Section ‎5.6, which shall have been duly complied with in all respects); 6.3.3 the Company shall not have suffered a Material Adverse Effect exception shall not apply to (x) after the representations and warranties contained in the first sentence of Section 4.20, and (y) prior to the distribution of the shares of common stock of Parent to the stockholders of Reliant Energy, Incorporated, the representations and warranties contained in the second sentence of Section 4.20)date hereof; and (c) Parent 6.3.4 the Company shall have received delivered to Parent a certificate signed on behalf of the Company certificate, duly executed by an executive officer of the Company indicating that Company, dated as of the Closing Date, attesting the satisfaction of the conditions provided set forth in Sections 6.02 (a) ‎‎6.3.1, ‎6.3.2, and (b) have been satisfied‎6.3.3 above.