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

Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions: (a) each of the representations and warranties of Parent and the Sub (i) set forth in Section 5.1(a), Section 5.2, Section 5.5 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 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a Parent Material Adverse Effect;

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the Merger are is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) each of the (i) The representations and warranties of Parent OmniLit and the Merger Sub (i) set forth contained in Section 5.1(a)5.1, Section 5.2, Section 5.5 5.3(a), Section 5.3(b), Section 5.12 and Section 5.14 shall be true and correct in all material respects as of the date Closing Date, except with respect to such representations and warranties that speak as of an earlier date, which representations and warranties shall be true in all material respects at and as of such date, and (ii) each of the representations and warranties of OmniLit contained in this Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct in all material respects, in each case 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 Date, except with respect to a specific period in such representations and warranties which event such representation or warranty speak as to an earlier date, which representations and warranties shall be so true and correct in all material respects only at and as of such particular date or with respect to such specific period)date, and (ii) set forth except for in this Agreement, other than those Sections specifically identified each case in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure to be so true inaccuracies or omissions that have not had, and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on OmniLit; (b) Each of the covenants of OmniLit to be performed as of or prior to the Closing shall have been performed in all material respects; (c) The certificate of incorporation of OmniLit and bylaws of OmniLit shall have been amended and restated to be substantially in the forms of Exhibit C and Exhibit D, respectively, attached hereto; and (d) OmniLit shall have delivered, or caused to be delivered, to the Company the documents set forth in Section 2.4(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Merger, or to permit the consummation of the Merger, are subject to the satisfaction (or or, if permitted by applicable Law, waiver by the Company) of the following further conditions: (a) each of the representations and warranties of Parent and the Sub (i) set forth contained in Section 5.1(a), Section 5.2, Section 5.5 this Agreement that is qualified by materiality shall be true true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the date of this Agreement and as Company shall have received a certificate of the Closing Date as if made on Chairman or President and as Chief Financial Officer of the Closing Date Parent to such effect; and (unless any such representation b) Parent shall have performed or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be so true and correct complied in all material respects only as of such particular date with all material agreements and covenants required by this Agreement to be performed or complied with respect by it on or prior to such specific period), the Effective Time and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), the Company shall be true and correct as have received a certificate of the date Chairman or President and Chief Financial Officer of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect Parent to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a Parent Material Adverse Effect;that effect.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions: (a) (i) each of the representations and warranties of Parent and the Merger Sub (i) set forth in Sections 5.11 and Section 5.1(a), Section 5.2, Section 5.5 5.12 shall be true and correct in all material respects accurate as of the date Closing Date as if made on and as of this Agreement the Closing Date, and (ii) each of the representations and warranties of Parent and Merger Sub set forth in Article 5 (other than in Sections 5.11 and Section 5.12) shall be true and accurate as of the Closing Date as if made on and as of the Closing Date (unless any such representation or warranty addresses other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period in of time, which event such representation or warranty shall representations and warranties need only be so true and correct in all material respects only accurate as of such particular date or with respect to such specific period), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, except in the case of this clause (ii), ) where the failure of such representations and warranties to be so true and correct accurate (without giving effect to any limitation as relating to “materiality”, “materiality or Parent Material Adverse Effect” or similar qualifications as Effect set forth therein) would not, either individually or in the aggregate, have a Parent Material Adverse Effect; (b) each of Parent and Merger Sub shall have complied with and performed in all material respects all of the respective covenants and obligations hereunder required to be performed by Parent or Merger Sub, as the case may be, at or prior to the Closing; and (c) the Company shall have received a certificate signed by an executive officer of Parent, dated as of the Closing Date, to the effect that, to the knowledge of such officer, the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the Merger are is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) (i) The representations and warranties of Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the representations and warranties of Parent and the Sub (i) set forth Acquiror contained in Section 5.1(a), Section 5.2, Section 5.5 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 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause Section 5.12) (idisregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or Date, except with respect to a specific period in such representations and warranties which event such representation or warranty speak as to an earlier date, which representations and warranties shall be true and correct only at and as of such particular date or with respect to such specific period)date, exceptexcept for, in the each case of this clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” inaccuracies or similar qualifications as set forth therein) omissions that would not, either individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the ability of Acquiror or Merger Sub to perform their obligations under this Agreement; (b) Each of the covenants of Acquiror to be performed as of or prior to the Closing shall have been performed in all material respects; and (c) The Available Acquiror Cash shall be no less than the Minimum Available Acquiror Cash Amount.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger are is also subject to the satisfaction (satisfaction, or waiver by the Company) , at or prior to the Closing of the following further conditions: (a) each of the representations and warranties of the Parent and the Sub (i) set forth Transitory Subsidiary contained in Section 5.1(a), Section 5.2, Section 5.5 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 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and Closing Date as though made as of the Closing Date (unless any except to the extent such representation or warranty addresses matters only as of a particular date or with respect representations and warranties expressly relate to a specific period an earlier date, in which event such representation or warranty case they shall be true and correct only as of such particular earlier date or with respect to as though made as of such specific period), except, in the case of this clause (ii), earlier date) except where the failure of such representations or warranties to be so true and correct (without giving effect to any limitation as to “materiality”, ” or “Parent Material Adverse Effect” or similar qualifications as set forth therein) would notin such representations and warranties), either individually or in the aggregate, have would not reasonably be expected to result in a Parent Material Adverse Effect; provided, however, that notwithstanding the foregoing, each of the representations and warranties set forth in the first sentence of Section 4.1 and in Section 4.2(a) shall be true and correct in all material respects as of the Closing Date as though made as of the Closing Date; (b) each of the Parent and the Transitory Subsidiary shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; and (c) the Company shall have received a certificate, dated the Closing Date, signed by an officer of the Parent certifying as to the matters set forth in Section 7.2(a) and Section 7.2(b).

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is further subject to the satisfaction (or waiver by if permissible under Applicable Law) at or prior to the Company) Effective Time of each of the following further conditions: (a) each of (i) the representations and warranties of Parent and the Sub (i) set forth contained in Section 5.1(a), Section 5.2, Section 5.5 this Agreement that are qualified by “Parent Material Adverse Effect” shall be true and correct in all material respects at the Closing as of the date of this Agreement if made at and as of such time (except to the Closing Date as if made on extent such representations and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect warranties expressly relate to a specific period date, in which event case such representation or warranty representations and warranties shall be so true and correct in all material respects only as of such particular date or with respect to such specific period), date) and (ii) set forth the other representations and warranties of Parent contained in this AgreementAgreement shall be true and correct at the Closing as if made at and as of such time (except to the extent that such representation and warranty speaks as of a particular date, other than those Sections specifically identified in clause (i) of this Section 7.3(a), which case such representation and warranty shall be true and correct as of that date), except where the date of this Agreement and as failure of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect representations and warranties referred to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure ) to be so true and correct (without giving effect to any limitation as to “materiality”correct, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect; (b) Parent shall not have breached in any material respect, or failed to perform in all material respects, its obligations under this Agreement contemplated to be performed at or prior to the Effective Time; and (c) Parent shall have delivered to the Company a certificate signed by an executive officer of Parent dated as of the Closing Date certifying that the conditions specified in Section 9.03(a) and Section 9.03(b) have been satisfied.

Conditions to the Obligations of the Company. The In addition to the conditions set forth in Section 7.1, the obligations of the Company to consummate the Merger are subject to the satisfaction or (or to the extent permitted by Law) waiver by the Company) Company on or prior to the Merger Closing Date of the following further conditions: (a) each of the representations and warranties of Parent and the Merger Sub (i) set forth in Section 5.1(a)Article V hereof, Section 5.2without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, Section 5.5 shall be true and correct in all material respects at and as of the date of this Agreement and as of the Merger Closing Date as if though made on and as of such time (except to the Closing Date (unless extent that any such representation or and warranty addresses matters only expressly, including by virtue of the lead in to Article V, speaks as of a particular date or with respect to a specific period of time, in which event case such representation or and warranty shall be so true and correct in all material respects only as of such particular date or with respect to such specific periodperiod of time), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall except for such failures to be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have not constitute a Parent Material Adverse Effect;Effect; (b) Parent and Merger Sub 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 them on or prior to the Merger Closing Date; and (c) Parent shall have delivered to the Company a certificate, dated as of the Merger Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the Merger are is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) (i) The representations and warranties of Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the representations and warranties of Parent and the Sub (i) set forth Acquiror contained in Section 5.1(a), Section 5.2, Section 5.5 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 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause Section 5.12) (idisregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or Date, except with respect to a specific period in such representations and warranties which event such representation or warranty speak as to an earlier date, which representations and warranties shall be true and correct only at and as of such particular date or with respect to such specific period)date, exceptexcept for, in the case of this clause (ii)each case, where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” inaccuracies or similar qualifications as set forth therein) omissions that would not, either individually or in the aggregate, reasonable be expected to have a Parent Material Adverse Effectmaterial adverse effect on Acquiror’s ability to consummate the transactions contemplated by this Agreement;

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the Merger are is also subject to the satisfaction (satisfaction, or waiver by the Company) , on or prior to the Closing Date of the following further conditions: (a) each of the representations and warranties of Parent Parent, US Holdco and the Merger Sub contained in this Agreement that (i) set forth in Section 5.1(a), Section 5.2, Section 5.5 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if are not made on and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular specific date or with respect to 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement Closing Date as though made on and as of the Closing Date Date, and (unless any such representation or warranty addresses matters only ii) are made as of a particular specific date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), exceptdate, in the each case of this clause in (i) and (ii), except where the failure of such representations or warranties to be so true and correct (without giving effect to any limitation as to “materiality”, ” or “Parent Material Adverse Effect” or similar qualifications as set forth thereinin such representations and warranties) has not had and would notnot reasonably be expected to have, either individually or in the aggregate, have a Parent Material Adverse Effect; (b) each of Parent, US Holdco and Merger Sub shall have performed in all material respects its covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date; and (c) the Company shall have received a certificate, dated as of the Closing Date, signed by an executive officer of Parent certifying as to the matters set forth in Section 7.2(a) and Section 7.2(b).

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the Merger are is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) (i) The representations and warranties of Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the representations and warranties of Parent and the Sub (i) set forth Acquiror contained in Section 5.1(a), Section 5.2, Section 5.5 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 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause Section 5.12) (idisregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or Date, except with respect to a specific period in such representations and warranties which event such representation or warranty speak as to an earlier date, which representations and warranties shall be true and correct only at and as of such particular date or with respect to such specific period)date, exceptexcept for, in the each case of this clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” inaccuracies or similar qualifications as set forth therein) omissions that would not, either individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the ability of Acquiror or Merger Sub to perform their obligations under this Agreement; (b) Each of the covenants of Acquiror to be performed as of or prior to the Closing shall have been performed in all material respects; and (c) The Available Cash shall be no less than the Minimum Available Cash Amount.

Conditions to the Obligations of the Company. The obligations of the Company to consummate consummate, or cause to be consummated, the Merger Mergers are subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) each of the representations and warranties of Parent and the Sub (i) set forth in Section 5.1(a), Section 5.2, Section 5.5 Each of the Parent Fundamental Representations 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 except that such representation or warranty addresses matters only representations and warranties that are made as of a particular specific date or with respect to a specific period in which event such representation or warranty shall need only be so true and correct in all material respects only as of such particular date or with respect to such specific period), specified date) and (ii) each of the representations and warranties of Parent set forth in this Agreement, Article V hereof other than those Sections specifically identified in clause (i) of this Section 7.3(a)the Parent Fundamental Representations, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect, shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any except that such representation or warranty addresses matters only representations and warranties that are made as of a particular specific date or with respect to a specific period in which event such representation or warranty shall need only be true and correct only as of such particular date or with respect to such specific perioddate), except, in the case of this clause (ii), except where the failure of any such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a material adverse effect on Parent’s ability to perform its respective obligations hereunder. (b) Each of the covenants of the Parent Material Adverse Effect;required to be performed at or prior to the Closing shall have been performed in all material respects. (c) The Parent shall be prepared to deliver or cause to be delivered each of the items referred to in Section 2.9(a) to the recipients thereof.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the Merger are Purchase is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) (i) The representations and warranties of Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the representations and warranties of Parent Acquiror contained in this Agreement (other than Section 5.12) (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct in all material respects, in each case as of the Sub (i) set forth in Section 5.1(a)Closing Date, Section 5.2except with respect to such representations and warranties which speak as to an earlier date, Section 5.5 which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement and which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements; and (b) Each of the covenants of Acquiror to be performed as of or prior to 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 a specific period in which event such representation or warranty shall be so true and correct have been performed in all material respects only as of such particular date or with respect to such specific period), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a Parent Material Adverse Effect;respects.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions: (a) each of (i) the representations and warranties of Parent and Merger Sub contained in Sections 6.01, 6.02, and 6.06 shall be true and correct, other than inaccuracies that are de minimis, at and as of the date hereof and the Closing Date (other than any such representation and warranty that by its terms addresses matters only as of another specified time, in which case only as of such time) and (ii) the other representations and warranties of Parent and Merger Sub (i) set forth contained in Section 5.1(a), Section 5.2, Section 5.5 this Agreement shall be true and correct in all material respects at and as of the date of this Agreement hereof and as of the Closing Date Date, as if made on at and as of the Closing Date (unless other than any such representation or ‎and warranty that by its terms addresses matters only as of a particular date or with respect to a specific period another specified time, in which event such representation or warranty shall be so true and correct in all material respects case only as of such particular date or with respect to such specific periodtime), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure except for such failures to be so true as have not had and correct (without giving effect to any limitation as to “materiality”would not reasonably be expected to, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a Parent Material Adverse EffectEffect (for purposes of determining the satisfaction of the condition in this clause (a), without regard to any qualifications or exceptions contained in such representations and warranties as to “materiality”); (b) Parent and Merger Sub shall have performed in all material respects all of their respective obligations under this Agreement; and (c) Parent shall deliver to the Company a certificate signed by an authorized officer of Parent dated as of the Closing Date certifying that the conditions set forth in Section 10.03(a) and (b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate consummate, or cause to be consummated, the Merger Mergers are subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) each of the representations and warranties of Parent and the Sub (i) set forth in Section 5.1(a), Section 5.2, Section 5.5 Each of the Parent Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if (except that such representations and warranties that are made on and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular specific date or with respect to a specific period in which event such representation or warranty shall need only be so true and correct in all material respects only as of such particular date or with respect to such specific period), specified date) and (ii) each of the representations and warranties of Parent set forth in this AgreementArticle V hereof, other than those Sections specifically identified in clause (i) of this Section 7.3(a)the Parent Fundamental Representations, disregarding all qualifications contained herein relating to materiality, shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any except that such representation or warranty addresses matters only representations and warranties that are made as of a particular specific date or with respect to a specific period in which event such representation or warranty shall need only be true and correct only as of such particular date or with respect to such specific perioddate), except, in the case of this clause (ii), except where the failure of any such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a material adverse effect on Parent’s ability to perform its respective obligations hereunder. (b) Each of the covenants of the Parent Material Adverse Effect;required to be performed at or prior to the Closing shall have been performed in all material respects. (c) The R&W Insurance Policy shall be in full force and effect. (d) Parent shall be prepared to deliver or cause to be delivered each of the items referred to in Section 2.10(a) to the recipients thereof.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the Merger are is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) each of the representations and warranties of Parent and the Sub (i) set forth in Section 5.1(a), Section 5.2, Section 5.5 The Parent Fundamental Representations 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 Date, except with respect to a specific period in such representations and warranties which event such representation or warranty speak as to an earlier date, which representations and warranties shall be so true and correct in all material but de minimis respects only at and as of such particular date, except for changes after the date of this Agreement which are contemplated or with respect to such specific period), expressly permitted by this Agreement and (ii) set forth each of the representations and warranties of Parent contained in this Agreement, Agreement (other than those Sections specifically identified in clause Section 5.12) (idisregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or Date, except with respect to a specific period in such representations and warranties which event such representation or warranty speak as to an earlier date, which representations and warranties shall be true and correct only in all material respects at and as of such particular date or with respect to such specific period), exceptdate, in the case of this clause (ii)each case, where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” inaccuracies or similar qualifications as set forth therein) omissions that would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s ability to consummate the transactions contemplated by this Agreement; (b) Each of the covenants of Parent Material Adverse Effect;to be performed as of or prior to the Closing shall have been performed in all material respects; and (c) The Available Parent Cash shall be no less than the Minimum Available Parent Cash Amount.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the Merger are is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) (i) The representations and warranties of Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the representations and warranties of Parent and the Sub (i) set forth Acquiror contained in Section 5.1(a), Section 5.2, Section 5.5 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 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause Section 5.12) (idisregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or Date, except with respect to a specific period in such representations and warranties which event such representation or warranty speak as to an earlier date, which representations and warranties shall be true and correct only at and as of such particular date or with respect to such specific period)date, exceptexcept for, in the case of this clause (ii)each case, where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” inaccuracies or similar qualifications as set forth therein) omissions that would not, either individually or in the aggregate, reasonable be expected to have a Parent Material Adverse Effect;material adverse effect on Acquiror’s ability to consummate the transactions contemplated by this Agreement; and

Conditions to the Obligations of the Company. The obligations of the Company to consummate consummate, or cause to be consummated, the Merger are is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) (i) The representations and warranties of SPAC contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the representations and warranties of Parent SPAC contained in this Agreement (other than Section 5.12) (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the Sub (i) set forth in Section 5.1(a)Closing Date, Section 5.2except with respect to such representations and warranties which speak as to an earlier date, Section 5.5 which representations and warranties shall be true and correct in all material respects at and as of such date, in each case, inaccuracies or omissions that is not a SPAC Material Adverse Effect; (b) Each of the covenants of SPAC and the Merger Sub to be performed as of or prior to the Closing shall have been performed in all material respects; (c) The Company shall have delivered each of the closing deliverables set forth in Section 2.6(b); (d) The size and composition of the post-Closing Domesticated SPAC Board of Directors shall have been appointed as set forth in Section 6.12; and (e) There shall not have occurred and be continuing a SPAC Material Adverse Effect after 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 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a Parent Material Adverse Effect;.

Conditions to the Obligations of the Company. The obligations obligation of HoldCo, Merger Sub and the Company to consummate consummate, or cause to be consummated, the Merger are is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) (i) The representations and warranties of SPAC contained in Section 5.13 shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the representations and warranties of Parent SPAC contained in this Agreement (other than Section 5.13) (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct in all material respects, in each case as of the Sub (i) set forth in Section 5.1(a)Closing Date, Section 5.2except with respect to such representations and warranties which speak as to an earlier date, Section 5.5 which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement and which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements; (b) Each of the covenants of SPAC to be performed as of or prior to 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 a specific period in which event such representation or warranty shall be so true and correct have been performed in all material respects only as respects; and (c) The amount of such particular date or cash actually received by HoldCo substantially concurrently with respect to such specific period), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), the Closing from the PIPE Investments shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a Parent Material Adverse Effect;no less than $150,000,000.

Conditions to the Obligations of the Company. The obligations of Company’s obligation to issue and sell the Company to consummate Shares in the Merger are Private Placement shall be subject to the satisfaction (satisfaction, at or waiver by before the Company) Closing Date, of each of the following further conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (ai) each of the The representations and warranties of Parent and the Merger Sub (i) set forth in Section 5.1(a), Section 5.2, Section 5.5 this Agreement shall be true true, correct 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 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct complete as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only except for representations and warranties that speak as of a particular date or with respect to a specific period in date, which event such representation or warranty shall be true true, correct and correct only complete as of such particular date or with respect to such specific period), except, in the case of this clause (ii), date) except where the failure to be so true and correct (without giving effect to any limitation as to “materiality”correct, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, does not have or would not reasonably be expected to result in a Merger Sub Material Adverse Effect and Parent and Merger Sub shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions of to be performed, satisfied or complied with by Parent and Merger Sub under this Agreement at or prior to the Closing except where the failure to satisfy or comply with such covenants, agreements and conditions, individually or in the aggregate, does not have or would not reasonably be expected to result in a Merger Sub Material Adverse Effect;. (ii) The receipt of the Purchase Price as set forth in Section 1(b). (iii) The receipt of such other information, certificates and documents as the Company may reasonably request.

Conditions to the Obligations of the Company. The obligations of the Company to consummate effect the Merger are Closing shall be further subject to the satisfaction (or waiver by the Company, if permissible under applicable Law) on or prior to the Closing Date of the following further conditions: (a) each of the representations and warranties of Parent and the Sub Investor set forth in (i) set forth in Section 5.1(a), Section 5.2, Section 5.5 shall be true and correct in all material respects as Article IV 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 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), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) the first sentence of this Section 7.3(a4.01 and Section 4.02(a), shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement hereof and as of the Closing Date (unless any such representation or warranty addresses matters only with the same effect as though made as of a particular date or with respect the Closing Date (except to a specific period the extent expressly made as of an earlier date, in which event such representation or warranty shall be true and correct only case as of such particular date or with respect to such specific periodearlier date), except, in the case of this clause (iii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, reasonably be expected to have a Parent an Investor Material Adverse EffectEffect and (ii) set forth in the first sentence of Section 4.01 and Section 4.02(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date, other than any de minimis inaccuracies; (b) the Investor shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; and (c) the Company shall have received a certificate, signed on behalf of the Investor by an executive officer thereof, certifying that the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions: (a) each of the representations and warranties of Parent and the Merger Sub (i) set forth in Section 5.1(a), Section 5.2, Section 5.5 Article V shall be true and correct in all material respects accurate (disregarding any qualifications as to materiality or Parent Material Adverse Effect contained therein) as of the date of this Agreement and as of the Closing Date as if made on at and as of the Closing Date such time (unless any such representation or warranty addresses other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period in of time which event such representation or warranty shall representations and warranties need only be so true and correct in all material respects only accurate as of such particular date or with respect to such specific period), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) accurate would not, either individually or in the aggregate, have a Parent Material Adverse Effect; (b) each of Parent and Merger Sub shall have performed in all material respects all of the respective obligations hereunder required to be performed by Parent or Merger Sub, as the case may be, at or prior to the Closing; and (c) the Company shall have received a certificate signed by an executive officer of Parent, dated as of the Closing Date, certifying that the conditions the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions: (a) each of the representations and warranties of Parent and the Merger Sub (i) set forth in Section 5.1(aSections 5.1, 5.2(a), Section 5.2, Section 5.5 5.3(a) and 5.8 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 a specific period 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 5.7(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 (iiiii) set forth in this Agreement, other than those Sections specifically identified in clause clauses (i) and (ii) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period period, in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), except where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, ,” “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a Parent Material Adverse Effect;

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the Merger are is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) of the following further conditions: (a) (i) The representations and warranties of Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the representations and warranties of Parent Acquiror contained in this Agreement (other than Section 5.12) (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct in all material respects, in each case as of the Sub (i) set forth in Section 5.1(a)Closing Date, Section 5.2except with respect to such representations and warranties which speak as to an earlier date, Section 5.5 which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement and which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements; (b) Each of the covenants of Acquiror to be performed as of or prior to 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 a specific period in which event such representation or warranty shall be so true and correct have been performed in all material respects only as of such particular date or with respect to such specific period), and (ii) set forth in this Agreement, other than those Sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct as of the date of this Agreement and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such particular date or with respect to such specific period), except, in the case of this clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would not, either individually or in the aggregate, have a Parent Material Adverse Effectrespects;