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

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effect; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, satisfaction or waiver by the Company, Company in writing at or prior to Closing, the Merger Effective Time of the following additional conditions: (a) the The representations and warranties of Parent and Merger Sub set forth MergerCo contained in Article 5 of this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects on as of the Closing Date date of this Agreement and as if of the Closing, as though made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier datethe Closing, in which case such representation and warranty (ii) are made as of a specific date shall be true and correct in all material respects only as of such earlier date), in each case, except where the failure of such representations and or warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations without giving effect to any limitation as to “materiality,” or “Parent Material Adverse Effect” or words of similar importset forth in such representations and warranties) has not had and would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and Merger Sub MergerCo shall each have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and covenants and obligations required to be performed or complied with by it under this Agreement at on or prior to the ClosingMerger Effective Time; and (c) Parent shall have delivered to the Company shall have received at a certificate, dated as of the Closing a certificate Date, signed on behalf by an officer of Parent by and certifying as to the Chief Executive Officer or the Chief Financial Officer satisfaction of Parent certifying that the conditions set forth specified in Section 7.03(a8.03(a) and Section 7.03(b) have been satisfied8.03(b).

Conditions to the Obligations of the Company. The obligation In addition to the conditions set forth in Section 7.1, the obligations of the Company to consummate the Merger is are subject to the satisfaction, satisfaction or (to the extent permitted by Law) waiver by the Company, Company at or prior to Closing, the Merger Closing Date of the following further conditions: (a) each of the representations and warranties of Parent and Merger Sub set forth contained in Article 5 of this Agreement Agreement, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct in all material respects on at and as of the Closing Date as if made on date of this Agreement and the Merger Closing Date (except to the extent that any such representation and warranty expressly speaks made as of an earlier date, in which case as of such representation and warranty shall date), except for such failures to be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have constitute, individually or in the aggregate, a Parent Material Adverse Effect; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all agreements and covenants and obligations required by this Agreement to be performed or complied with by it under this Agreement at them on or prior to the ClosingMerger Closing Date; and (c) Parent shall have delivered to the Company shall have received at a certificate, dated the Merger Closing a certificate Date and signed on behalf by an executive officer of Parent by Parent, certifying to the Chief Executive Officer or the Chief Financial Officer of Parent certifying effect that the conditions set forth in Section 7.03(a7.3(a) and Section 7.03(b7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction, satisfaction or waiver (to the extent permitted by the Company, applicable law) at or prior to Closing, the Effective Time of the following further conditions: (a) each of Parent and Merger Subsidiary 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 Parent and Merger Sub set forth Subsidiary contained in Article 5 of this Agreement and in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto shall be true and correct (determined without regard to any materiality or material adverse effect qualification contained in all material respects on any representation or warranty) at and as of the Closing Date Effective Time, as if made on the Closing Date at and as of such time (except to the extent that any such a representation and or warranty expressly speaks is made as of an earlier datea time other than the Effective Time, in which case such representation and or warranty shall be true and correct in all material respects only at and as of such earlier datetime), except where the failure of with only such representations and warranties to be so true and correct in all material respects exceptions as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf by an executive officer of Parent by and Merger Subsidiary certifying as to the Chief Executive Officer or the Chief Financial Officer fulfillment of Parent certifying that the conditions set forth specified in Section 7.03(a9.03(a) and Section 7.03(b) have been satisfied9.03(b).

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effectnot, individually or in the aggregate, prevent, materially delay or materially impair Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is are subject to the satisfaction, or waiver by the Company, at or prior to Closing, satisfaction of the following conditions: (a) the representations and warranties of Parent (i) contained in the first two sentences of Section 5.01 and Merger Sub set forth in Article 5 of this Agreement Sections 5.02 and 5.08 shall be true and correct in all material respects on at and as of the Closing Date as if made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such for representations and warranties to expressly made as of a specified time, which shall be so true and correct in all material respects as of such particular date specified time), (ii) contained in Article 5 of this Agreement (other than those referred to in the foregoing clause (i)) (disregarding all qualifications or limitations as to “materiality,” “Parent materiality and Material Adverse Effect” or words Effect qualifications therein) shall be true and correct at and as of similar import) the Closing Date as if made at and as of the Closing Date (except for representations and warranties expressly made as of a specified time, which shall be true and correct in all respects, subject to the exceptions below, as of such specified time), with only such exceptions as have not had and would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent; (b) each of Parent and Merger Sub Subsidiary shall each have performed or complied in all material respects with all covenants and of its material obligations under this Agreement required to be performed or complied with by it under this Agreement at or prior to the ClosingClosing Date; and (c) Parent shall have delivered to the Company shall have received at the Closing a certificate signed on behalf by an executive officer of Parent by dated as of the Chief Executive Officer or Closing Date to the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(aforegoing effect with respect to clauses (a) and Section 7.03(b(b) have been satisfiedabove.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or or, to the extent permitted by Law, waiver by the CompanyCompany of, at or prior to the Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 (disregarding all qualifications or limitations as to “materiality,” “material adverse effect” and words of this Agreement similar import set forth therein) shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date as if though made on the Closing Date and as of such date (except to the extent that for any such representation and or warranty that is expressly speaks made as of an earlier a specified date, in which case such representation and or warranty shall be so true and correct in all material respects only on and as of such earlier specified date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a reasonably be expected to prevent or materially delay the ability of Parent Material Adverse Effectand Merger Sub to perform their respective obligations under this Agreement or to consummate the Transactions; (b) Parent and Merger Sub shall each have performed or and complied in all material respects with all covenants and obligations required to be performed or complied with by it Parent or Merger Sub under this Agreement at on or prior to the ClosingClosing Date; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer any authorized officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfactionsatisfaction (or waiver, or waiver by the Company, at if permissible under Applicable Law) on or prior to Closing, the Closing Date of the following further conditions: (a) (i) each of Parent and Merger Subsidiary 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, (ii) the representations and warranties of Parent and Merger Sub set forth Subsidiary contained in Article 5 of this Agreement or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects on at and as of the Closing Date date hereof and the Effective Time as if made on the Closing Date (except to the extent that any such representation at and warranty expressly speaks as of an earlier datesuch time (other than representations and warranties that by their terms address matters only as of another specified time, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier datetime), except where with only such exceptions as, individually or in the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) aggregate, would not have a reasonably be likely to prevent, materially delay or materially impede the ability of Parent Material Adverse Effect; or Merger Subsidiary to consummate the Merger and the other transactions contemplated hereby; and (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (ciii) the Company shall have received at the Closing a certificate signed on behalf by an executive officer of Parent by to the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedforegoing effect.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on as of the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effect; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation In addition to the conditions set forth in Section 7.1, the obligations of the Company to consummate the Merger is are subject to the satisfaction, satisfaction or (to the extent permitted by Law) waiver by the Company, Company at or prior to Closing, the Merger Closing Date of the following further conditions: (a) each of the representations and warranties of Parent and Merger Sub set forth contained in Article 5 of this Agreement Agreement, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct in all material respects on as of the date of this Agreement and at and as of the Merger Closing Date as if made on the Merger Closing Date (except to the extent that any such representation and warranty expressly speaks made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where for inaccuracies of representations or warranties the failure of such representations and warranties circumstances giving rise to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) which would not have constitute a Parent Material Adverse Effect; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all agreements and covenants and obligations required by this Agreement to be performed or complied with by it under this Agreement at them on or prior to the ClosingMerger Closing Date; and (c) Parent shall have delivered to the Company shall have received at a certificate, dated the Merger Closing a certificate Date and signed on behalf by an executive officer of Parent by Parent, certifying as to the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions matters set forth in Section 7.03(a7.3(a) and Section 7.03(b) have been satisfied7.3(b).

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, satisfaction or (to the extent not prohibited by Law) waiver by the Company, Company at or prior to Closing, the Effective Time of the following conditions: (a) the representations and warranties of Parent and Acquisition Sub contained in the Merger Sub set forth in Article 5 of this Agreement Agreement, without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, shall be true and correct in all material respects on as of the Closing Date date hereof and as if made on of the Closing Date (except to the extent that any such representation representations and warranty warranties are expressly speaks made as of an earlier a specific date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to shall be so true and correct in all material respects as of such particular specific date (disregarding all qualifications only), except for such failures to be true and correct as of such date as would not, individually or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not in the aggregate, have a Parent Material Adverse Effect; (b) Parent and Merger Acquisition Sub shall each have performed or complied with, in all material respects with all covenants and respects, each of their respective obligations required under the Merger Agreement to be performed or complied with by it under this Agreement at Parent or prior to the ClosingAcquisition Sub, respectively; and (c) Parent shall have delivered a certificate to the Company shall have received at the Closing a certificate signed on behalf of Parent and Acquisition Sub, dated as of the Closing Date and duly executed by a senior executive officer (or similar authorized person) of Parent, certifying to the Chief Executive Officer or the Chief Financial Officer of Parent certifying effect that the conditions set forth in Section 7.03(aSections 7.3(a) and Section 7.03(b(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate consummate, or cause to be consummated, the Merger is are subject to the satisfactionsatisfaction of the following additional conditions, any one or waiver more of which may be waived in writing by the Company, at or prior to Closing, of the following conditions: (a) Each of the representations and warranties of Parent Buyer and Merger Sub set forth contained in Article 5 of this Agreement ‎V, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects on as of the date hereof and as of the Closing Date Date, as if made on the Closing Date (except to the extent that any such representation anew at and warranty expressly speaks as of that date, except with respect to representations and warranties which speak as to an earlier date, in which case such representation representations and warranty warranties shall be have been true and correct in all material respects only at and as of such earlier date), except where the failure of such representations and warranties for any inaccuracy or omission that would not reasonably be expected to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent have a Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effect;Effect on Buyer. (b) Parent Each of the covenants of Buyer and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; andClosing shall have been performed in all material respects. (c) Buyer shall have delivered to the Company shall have received at the Closing a certificate signed on behalf by an officer of Parent by Buyer, dated as of the Chief Executive Officer or Closing Date, certifying that, to the Chief Financial Officer knowledge and belief of Parent certifying that such officer, the conditions set forth specified in Section 7.03(a‎9.3(a) and Section 7.03(b‎9.3(b) have been satisfiedfulfilled. (d) Buyer shall have delivered, or caused to be delivered, to the Company the items contemplated by Section ‎3.3.

Conditions to the Obligations of the Company. The obligation of the Company to consummate effect the Merger is shall be further subject to the satisfaction, satisfaction (or written waiver by the Company, at if permissible under applicable Law) on or prior to Closing, the Closing Date of the following conditions: : (a) the Representations and Warranties. The representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in (disregarding all material respects on qualifications or limitations as to “materiality”, “Parent Material Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect as if though made on the Closing Date as of such date (except to the extent that any such representation and warranty expressly speaks made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in all material respects as of such particular date (disregarding all qualifications or limitations as the aggregate, reasonably be expected to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effect; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the . The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by the Chief Executive Officer or the Chief Financial Officer an executive officer of Parent certifying that to such effect; and (b) Compliance with Covenants. Parent and Merger Sub shall have complied with or performed in all material respects their obligations required to be complied with or performed by them at or prior to the conditions set forth in Section 7.03(a) Effective Time under the Agreement and Section 7.03(b) the Company shall have been satisfiedreceived a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to such effect. ARTICLE VII Termination SECTION 7.01.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effectnot, individually or in the aggregate, prevent, materially delay or materially impair Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the ClosingClosing Date; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by to the Companyextent permissible under Applicable Law and this Agreement, at or prior to waiver, as of the Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth Subsidiary contained in Article 5 of this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date)Date, except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effectnot, individually or in the aggregate, prevent, materially delay or materially impair Parent’s or Merger Subsidiary’s ability to consummate the transactions contemplated by this Agreement; (b) (i) Parent and Merger Sub Subsidiary shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it them under this Agreement at or prior to the ClosingClosing Date (other than those obligations required to be performed by Parent under Section 7.07) and (ii) Parent shall have performed all obligations required to be performed by it under Section 7.07 at or prior to the Closing Date; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent executed by the Chief Executive Officer or the Chief Financial Officer an authorized executive officer of Parent certifying that the conditions set forth to Closing specified in Section 7.03(a9.03(a) and Section 7.03(b9.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company and the Operating Partnership to consummate the Merger is Mergers are subject to the satisfaction, satisfaction or waiver by the Company, at or prior to Closing, in writing (where permissible) of the following additional conditions: (a) the The representations and warranties of Parent and Parent, REIT Merger Sub set forth and Partnership Merger Sub in Article 5 of this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects on as of the Closing Date date of this Agreement and as if of the Closing, as though made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier datethe Closing, in which case such representation and warranty (ii) are made as of a specific date shall be true and correct in all material respects only as of such earlier date), in each case except where the failure of such representations and or warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations without giving effect to any limitation as to “materiality,” or “Parent Material Adverse Effect” or words of similar importset forth in such representations and warranties) would not have a Parent Material Adverse Effect;. (b) Parent and Merger Sub shall each have performed or complied performed, in all material respects with respects, all material obligations and complied with, in all material respects, its material agreements and covenants and obligations required to be performed or complied with by it under this Agreement at on or prior to the Closing; andEffective Time. (c) Parent shall have delivered to the Company shall have received at a certificate, dated the Closing a certificate date of the Effective Time, signed on behalf by an officer of the Parent by and certifying as to the Chief Executive Officer or the Chief Financial Officer satisfaction of Parent certifying that the conditions set forth specified in Section 7.03(aSections 8.03(a) and Section 7.03(b) have been satisfied8.03(b).

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, satisfaction or (to extent permitted by Applicable Law) waiver by the Company, at or prior to Closing, the Closing of the following further conditions: (a) (i) each of Parent and Merger Subsidiary shall have performed (or any failure to perform shall have been cured) and complied in all material respects with all of the covenants and obligations hereunder required to be performed or complied with by it at or prior to the Closing; (A) the representations and warranties of Parent contained in Section 5.1(a), Section 5.2, Section 5.7 and Merger Sub set forth in Article 5 of this Agreement Section 5.9 shall be true and correct in all material respects on the date of this Agreement and at and as of the Closing as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), (ii) the other representations and warranties of Parent and Merger Subsidiary contained in Article 5 (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true on the date of this Agreement and on the Closing Date as if made on the Closing Date (except to the extent other than representations and warranties that any such representation and warranty expressly speaks by their terms address matters only as of an earlier dateanother specified time, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier datetime), except where the failure of with only such representations exceptions as have not had and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; and (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (ciii) the Company shall have received at the Closing a certificate signed on behalf by an authorized officer of Parent by to the Chief Executive Officer or the Chief Financial Officer of Parent certifying foregoing effect that the conditions set forth in Section 7.03(a9.3(a)(i) and Section 7.03(b(ii) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction, satisfaction or waiver by the Company, at or prior to Closing, (where permissible) of the following additional conditions: (a) the The representations and warranties of Parent and Merger Sub set forth contained in Article 5 of this Agreement shall be true and correct in (disregarding all material respects on qualifications or limitations as to “materiality” or other similar qualifiers set forth therein) as of the Closing Date Effective Time as if though made on the Closing Date and as of such date (except to the extent that unless any such representation and or warranty expressly speaks is made only as of an earlier a specific date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of any such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) has not had, and would not have have, a Parent Material Adverse Effect;material adverse effect on Parent’s ability to consummate the transactions contemplated hereby. (b) Each of Parent and Merger Sub shall each have performed or in all material respects the obligations, and complied in all material respects with all covenants the agreements and obligations covenants, required to be performed by, or complied with by by, it under this Agreement at or prior to the Closing; andEffective Time. (c) Parent shall have delivered to the Company shall have received at the Closing a certificate certificate, signed on behalf of Parent by the Chief Executive Officer or the and Chief Financial Officer of Parent (solely in his or her capacity as an officer of Parent without personal liability), certifying that as to the satisfaction of the conditions set forth specified in Section 7.03(aSections 6.3(a) and Section 7.03(b) have been satisfied6.3(b).

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger Transaction is subject to the satisfaction, or waiver in writing by the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub Buyer set forth in Article 5 4 of this Agreement shall be true and correct in all material respects on the date of this Agreement and the Closing Date as if made on the Closing Date each such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Buyer Material Adverse Effect” or words of similar import) would not not, individually or in the aggregate, have a Parent Buyer Material Adverse Effect; (b) Parent and Merger Sub Buyer shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent Buyer by the Chief Executive Officer or the Chief Financial Officer an executive officer of Parent Buyer certifying that the conditions set forth in Section 7.03(a6.03(a) and Section 7.03(b6.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfactionsatisfaction of the following additional conditions, any one or waiver more of which may be waived in writing by the Company, at or prior to Closing, of the following conditions: (a) Each of the representations and warranties of Parent Buyer and Merger Sub contained in this Agreement (without giving effect to any limitations as to “materiality” set forth in Article 5 of this Agreement therein) shall be true and correct in all material respects on as of the Closing Date Date, as if made on the Closing Date (except to the extent that any such representation anew at and warranty expressly speaks as of that time, except with respect to representations and warranties which speak as to an earlier date, in which case such representation representations and warranty warranties shall be true and correct in all material respects only at and as of such earlier date), except where the failure of such representations and warranties for any inaccuracy or omission that would not reasonably be expected to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent have a Material Adverse Effect” Effect on Buyer or words of similar import) would not have a Parent Material Adverse Effect;Merger Sub. (b) Parent Other than to the extent set forth in Section 6.4, each of the covenants of Buyer and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; andClosing shall have been performed in all material respects. (c) Buyer and Merger Sub shall have delivered to the Company shall have received at a certificate, in the form attached hereto as Annex F, signed by an officer of Buyer or Merger Sub (as applicable), dated the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent Date, certifying that the conditions set forth specified in Section 7.03(a9.3(a) and Section 7.03(b9.3(b) have been satisfiedfulfilled.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effectnot, individually or in the aggregate, prevent, materially delay or materially impair Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement; (b) Parent The Buyer Entities and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the ClosingClosing Date; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions:: ACTIVE/110954383.28 (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on as of the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effect; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing Date as if made on at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), ; except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation Solely if the Offer Termination shall have occurred or the Offer Closing shall not have occurred, then the obligations of the Company to consummate the Merger is are subject to the satisfaction, satisfaction or (to the extent permitted by Law) waiver by the Company, Company at or prior to Closing, the Merger Closing of the following further conditions: (a) each of the representations and warranties of Parent and Merger Acquisition Sub set forth contained in Article 5 of this Agreement (without giving effect to any materiality or “Parent Material Adverse Effect” qualifications) shall be true and correct except for such failures to be true and correct as would not have, individually or in all material respects on the aggregate, a Parent Material Adverse Effect as of the Merger Closing Date with the same effect as if though made on and as of the Merger Closing Date (except to the extent that any such representation and warranty expressly speaks made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effect; (b) Parent and Merger Acquisition Sub shall each have performed or complied in all material respects with all material agreements and covenants and obligations required by this Agreement to be performed or complied with by it under this Agreement at them on or prior to the Merger Closing; and (c) Parent shall have delivered to the Company shall have received at a certificate, dated the Merger Closing a certificate Date and signed by its chief executive officer or another senior officer on behalf of Parent by Parent, certifying to the Chief Executive Officer or the Chief Financial Officer of Parent certifying effect that the conditions set forth in Section 7.03(a7.3(a) and Section 7.03(b7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate consummate, or cause to be consummated, the Merger is are subject to the satisfactionsatisfaction of the following additional conditions, any one or waiver more of which may be waived in writing by the Company, at or prior to Closing, of the following conditions: (a) Each of the representations and warranties of Parent Buyer and Merger Sub set forth contained in Article 5 of this Agreement V, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects on as of the Closing Date Date, as if made on the Closing Date (except to the extent that any such representation anew at and warranty expressly speaks as of that date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for (i) any inaccuracy or omission that would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the Merger, and (ii) the representations and warranties set forth in which case such representation Section 5.1, Section 5.2, Section 5.3, and warranty Section 5.4 shall be true and correct in all material respects only as of except for such earlier date)inaccuracies which are de minimis, except where individually or in the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effect;aggregate. (b) Parent Each of the covenants of Buyer and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; andClosing shall have been performed in all material respects. (c) Buyer shall have delivered to the Company shall have received at the Closing a certificate signed on behalf by an officer of Parent by Buyer, dated as of the Chief Executive Officer or Closing Date, certifying that, to the Chief Financial Officer knowledge and belief of Parent certifying that such officer, the conditions set forth specified in Section 7.03(a9.3(a) and Section 7.03(b9.3(b) have been satisfiedfulfilled.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfactionsatisfaction (or waiver, or waiver by the Company, at if permissible under Applicable Law) on or prior to Closing, the Closing Date of the following further conditions: (a) (i) each of Parent and Merger Subsidiary shall have performed or complied with in all material respects all of its obligations and covenants hereunder required to be performed or complied with by it at or prior to the Effective Time, (ii) the representations and warranties of Parent and Merger Sub set forth Subsidiary contained in Article 5 of this Agreement or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto (disregarding all materiality qualifications contained therein) shall be true and correct in all material respects on at and as of the Closing Date date hereof and the Effective Time as if made on the Closing Date (except to the extent that any such representation at and warranty expressly speaks as of an earlier datesuch time (other than representations and warranties that by their terms address matters only as of another specified time, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier datetime), except where with only such exceptions as have not had and would not reasonably be expected to have, individually or in the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent aggregate, a Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effect; Effect on Parent; and (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (ciii) the Company shall have received at the Closing a certificate signed on behalf by an executive officer of Parent by to the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedforegoing effect.

Conditions to the Obligations of the Company. The obligation of the Company to consummate consummate, or cause to be consummated, the Merger is subject to the satisfactionsatisfaction of the following additional conditions, any one or waiver more of which may be waived in writing by the Company, at or prior to Closing, of the following conditions: (a) Each of the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement V shall be true and correct in all material respects on at and as of the Closing Date as if made on the Closing Date (Date, except to the extent that any such representation representations and warranty expressly speaks warranties (i) are qualified by the term “material,” “materially,” “Material Adverse Effect” or other similar qualifications, in which case such representations and warranties (as so written, including the term “material,” “materiality,” “Material Adverse Effect” or other similar qualifications) shall be true and correct in all respects at and as of the Closing Date and (ii) specifically related to an earlier date, in which case such representation representations and warranty warranties shall only be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications for inaccuracies or limitations omissions as to “materiality,” “Parent Material Adverse Effect” matters that, individually or words of similar import) in the aggregate, would not have a Parent Material Adverse Effect;reasonably be expected to materially impair or delay the ability of Buyer or Merger Sub to consummate the transactions contemplated by, or perform their respective obligations under, this Agreement. (b) Parent Each of the covenants of Buyer and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; andClosing shall have been performed in all material respects. (c) Buyer shall have delivered to the Company shall have received at the Closing a certificate signed on behalf by an officer of Parent by Buyer, dated as of the Chief Executive Officer or Closing Date, certifying that, to the Chief Financial Officer knowledge and belief of Parent certifying that such officer, the conditions set forth specified in Section 7.03(a9.3(a) and Section 7.03(b9.3(b) have been satisfiedfulfilled.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effectnot, individually or in the aggregate, prevent, materially delay or materially impair Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate effect the Merger is subject to the satisfaction, or waiver by the Company, satisfaction at or prior to Closing, the Effective Time of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on as of the Closing Date Closing, as if made on at and as of such time (other than representations and warranties that expressly relate to a specific date prior to the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall only need be true and correct in all material respects only as of such earlier date); provided, except where however, that this condition shall be deemed satisfied unless any and all inaccuracies in the failure of such representations and warranties to be so true and correct contained in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Article IV, in the aggregate, result in a Material Adverse Effect” Effect on Parent (ignoring for the purposes of this Section any qualifications by Material Adverse Effect or otherwise by material adversity and any materiality qualification or words of similar import) would not import contained in such representations or warranties), and, at the Closing, Parent and Merger Sub shall have delivered to the Company a Parent Material Adverse Effectcertificate signed by their respective officers to that effect; (b) each of the covenants and obligations of Parent and Merger Sub 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 and, at the Closing, Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior delivered to the ClosingCompany a certificate signed by their respective officers to that effect; and (c) the Company Escrow Agreement substantially in the form of Exhibit C, shall have received at been duly executed and delivered by Parent and the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedEscrow Agent.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction, satisfaction (or waiver by the Company, at or prior to Closing, if permissible under Applicable Law) of the following further conditions: (a) (i) each of Parent and Merger Subsidiary shall have performed, in all material respects, all of its covenants, obligations and agreements hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent and Merger Sub set forth Subsidiary contained in Article 5 of this Agreement Section 5.01(a) and Section 5.02, shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of the date of this Agreement and at and as of the Effective Time as if made at and as of such particular date time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) and (B) the other representations and warranties of Parent and Merger Subsidiary contained in Article 5 (disregarding all qualifications or limitations as to “materiality,” “materiality and Parent Material Adverse Effect” or words Effect qualifications contained therein) shall be true as of similar importthe date of this Agreement and 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 true only as of such time), with, in the case of this clause (B) only, only such exceptions as would not have have, individually or in the aggregate, a Parent Material Adverse Effect; , and (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (ciii) the Company shall have received at the Closing a certificate signed on behalf by an executive officer of Parent by to the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedforegoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction, satisfaction or waiver by the Company, at or prior to Closing, of the following additional conditions: (a) each of the representations and warranties of Parent and Merger Sub set forth contained in Article 5 of this Agreement shall be true and correct when made and shall be true and correct in all material respects on as of the Closing Date Date, as if though made on and as of the Closing Date (Date, except to the extent that any such representation those representations and warranty expressly speaks as of an earlier date, in which case such representation and warranty warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, and except that those representations and warranties which address matters only as of such earlier date), except where the failure of such representations and warranties to a particular date shall be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as date, and the Company shall have received a certificate of Parent to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have such effect signed by a Parent Material Adverse Effectduly authorized officer thereof; (b) each of Parent and Merger Sub shall each have performed or complied complied, in all material respects respects, with all agreements and covenants and obligations required by this Agreement to be performed or complied with by it under this Agreement at on or prior to the ClosingClosing Date, and the Company shall have received a certificate of Parent to that effect signed by a duly authorized officer thereof; and (c) the Company documents and instruments contemplated to be delivered by Parent pursuant to Section 3.02 shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfieddelivered.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Parent, Merger Sub and TIBCO set forth in Article 5 of this Agreement shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effectnot, individually or in the aggregate, prevent or materially delay Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement; (b) Parent and Parent, Merger Sub and TIBCO shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction, or waiver by as of the Company, at or prior to Closing, of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Article 5 of this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing Date as if made on at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), except where the in each case for any failure of such representations and warranties to be so true and correct in all material respects as of such particular date (disregarding all qualifications that would not, individually or limitations as in the aggregate, prevent the Merger or prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Parent and Merger Sub to “materiality,” “Parent Material Adverse Effect” or words of similar import) would not have a Parent Material Adverse Effectfully perform their respective covenants and obligations under this Agreement; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; and (c) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.