Conditions to the Obligations of VanceInfo Sample Clauses
Conditions to the Obligations of VanceInfo. The obligation of VanceInfo to consummate the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by VanceInfo to the extent permitted by applicable Law:
(a) Each of the representations and warranties of HiSoft and Merger Sub set forth in Sections 4.2(a), 4.2(b), 4.2(c), 4.2(d) and 4.2(e) shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as if made on and as of such date and time (other than any such representations and warranties made as of a specified date, which shall be true and correct only as of such specified date)
(b) Each of the other representations and warranties of HiSoft set forth in this Agreement (read without any materiality or HiSoft Material Adverse Effect qualifications, other than the representation set forth in Section 4.8(a) which shall be read giving effect to the HiSoft Material Adverse Effect qualification) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than any such representations and warranties made as of a specified date, which shall be true and correct only as of such specified date), except where the failure of any such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a HiSoft Material Adverse Effect.
(c) HiSoft and Merger Sub shall have performed or complied in all material respects with all covenants and agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing.
(d) HiSoft shall have delivered to VanceInfo a certificate, dated as of the Effective Time, signed by a designated director of HiSoft and a designated director of Merger Sub, certifying as to the fulfillment of the conditions specified in Section 7.3(a) through (c) above.
