Common use of Event Notices and Other Actions Clause in Contracts

Event Notices and Other Actions. (a) From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other parties hereto of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, not being satisfied, (ii) the failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, not being satisfied and (iii) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect. No delivery of any notice pursuant to this Section 7.14(a) shall cure any breach of any representation or warranty of such party contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party or parties receiving such notice. (b) The Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, take any action or nonaction that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.3, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, not being satisfied.

Event Notices and Other Actions. (a) From and after -------------------------------- the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other parties hereto of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, not being satisfied, (ii) the failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, not being satisfied and (iii) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect. No delivery of any notice pursuant to this Section 7.14(a7.12(a) shall cure any breach of any representation or warranty of such party contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party or parties receiving such notice. (b) The Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, take any action or nonaction that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.37.03, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, not being satisfied.

Event Notices and Other Actions. (a) From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other parties hereto of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, not being satisfied, (ii) the failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, not being satisfied and (iii) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect. No delivery of any notice pursuant to this Section 7.14(a7.13(a) shall cure any breach of any representation or warranty of such party contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party or parties receiving such notice. (b) The Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, take any action or nonaction that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.3, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, not being satisfied.

Event Notices and Other Actions. (a) From and after the date of this Agreement until the Effective Time, each party hereto the Company shall promptly notify the other parties hereto Newco of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could would reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, VI not being satisfied, (ii) the Company's failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could would reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, VI not being satisfied and (iii) any representation or warranty made by it the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. No The Company's delivery of any notice pursuant to this Section 7.14(a5.6(a) shall not cure any breach of any representation or warranty of the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to Newco. (b) The Company shall not take any action or nonaction that will, or that would reasonably be expected to, cause any condition to the Merger set forth in Section 6.2(a) not to be satisfied. (c) From and after the date of this Agreement until the Effective Time, Newco shall promptly notify the Company of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or would reasonably be expected to result in, any condition to the Merger set forth in Article VI not being satisfied, (ii) Newco's failure to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or would reasonably be expected to result in, any condition to the Merger set forth in Article VI not being satisfied and (iii) any representation or warranty made by Newco contained in this agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such party representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. Newco's delivery of any notice pursuant to this Section 5.6(c) shall not cure any breach of any representation or warranty of Newco contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party or parties receiving such noticeCompany. (bd) The Company and Parent shall not, and Newco shall not permit any of their respective Subsidiaries to, take any action or nonaction that wouldwill, or that could would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.3, any condition to the Offer set forth in Annex B, or cause any condition to the Merger set forth in Article VIII, Section 6.3(a) not being to be satisfied. (e) No rights of a party hereunder shall be limited, and no party shall be deemed to have waived any rights, by reason of any investigation or audit conducted before or after the date hereof by any party or the knowledge of any breach of a representation, warranty or covenant by the other party. Each of Newco, on the one hand, and the Company, on the other, shall have the right to rely fully on the representations, warranties and covenants of the other party.

Event Notices and Other Actions. (a) From and after the date of this the Original Agreement until the Effective Time, each party hereto the Company shall promptly notify the other parties hereto Newco of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could would reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, VI not being satisfied, (ii) the Company's failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could would reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, VI not being satisfied and (iii) any representation or warranty made by it the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. No The Company's delivery of any notice pursuant to this Section 7.14(a5.6(a) shall not cure any breach of any representation or warranty of the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to Newco. (b) The Company shall not take any action or nonaction that will, or that would reasonably be expected to, cause any condition to the Merger set forth in Section 6.2(a) not to be satisfied. (c) From and after the date of the Original Agreement until the Effective Time, Newco shall promptly notify the Company of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or would reasonably be expected to result in, any condition to the Merger set forth in Article VI not being satisfied, (ii) Newco's failure to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or would reasonably be expected to result in, any condition to the Merger set forth in Article VI not being satisfied and (iii) any representation or warranty made by Newco contained in this agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such party representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. Newco's delivery of any notice pursuant to this Section 5.6(c) shall not cure any breach of any representation or warranty of Newco contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party or parties receiving such noticeCompany. (bd) The Company and Parent shall not, and Newco shall not permit any of their respective Subsidiaries to, take any action or nonaction that wouldwill, or that could would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.3, any condition to the Offer set forth in Annex B, or cause any condition to the Merger set forth in Article VIII, Section 6.3(a) not being to be satisfied. (e) No rights of a party hereunder shall be limited, and no party shall be deemed to have waived any rights, by reason of any investigation or audit conducted before or after the date hereof by any party or the knowledge of any breach of a representation, warranty or covenant by the other party. Each of Newco, on the one hand, and the Company, on the other, shall have the right to rely fully on the representations, warranties and covenants of the other party.

Event Notices and Other Actions. (a) From and after the date of this Agreement until the Effective Time, each party hereto the Company shall promptly notify the other parties hereto Parent and Purchaser of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied, (ii) the Company’s failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied and (iii) any representation or warranty made by it the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. No The Company’s delivery of any notice pursuant to this Section 7.14(a6.6(a) shall not cure any breach of any representation or warranty of such party the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party Parent or parties receiving such noticePurchaser. (b) The Company and Parent shall not, and shall not permit any of their respective Subsidiaries its subsidiaries to, take any action or nonaction that wouldwill, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party the Company set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.36.1 and subject to Section 6.4(a), any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied.

Event Notices and Other Actions. (a) From and after the date of this Agreement hereof until the Effective Time, each party hereto the Company shall promptly notify the other parties hereto Newco of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could would reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, VI not being satisfied, (ii) the Company's failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could would reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, VI not being satisfied and (iii) any representation or warranty made by it the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect. No The Company's delivery of any notice pursuant to this Section 7.14(a5.5(a) shall not cure any breach of any representation or warranty of such party the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to Newco. (b) Subject to the terms and conditions herein (including Section 5.1) and applicable law, the Company shall not take any action or nonaction that will, or that would reasonably be expected to, cause any condition to the Merger set forth in Section 6.2(a) not to be satisfied. (c) From and after the date hereof until the Effective Time, Newco shall promptly notify the Company of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or would reasonably be expected to result in, any condition to the Merger set forth in Article VI not being satisfied, (ii) Newco's failure to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or would reasonably be expected to result in, any condition to the Merger set forth in Article VI not being satisfied and (iii) any representation or warranty made by Newco contained in this Agreement becoming untrue or inaccurate in any material respect. Newco's delivery of any notice pursuant to this Section 5.5(c) shall not cure any breach of any representation or warranty of Newco contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party or parties receiving such noticeCompany. (bd) The Company Subject to the terms and Parent shall notconditions herein and applicable law, and Newco shall not permit any of their respective Subsidiaries to, take any action or nonaction that wouldwill, or that could would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.3, any condition to the Offer set forth in Annex B, or cause any condition to the Merger set forth in Article VIII, Section 6.3(a) not being to be satisfied. (e) No rights of a party hereunder shall be limited, and no party shall be deemed to have waived any rights, by reason of any investigation or audit conducted before or after the date hereof by any party or the knowledge of any breach of a representation, warranty or covenant by the other party contained in this Agreement. Each of Newco, on the one hand, and the Company, on the other, shall have the right to rely fully on the representations, warranties and covenants of the other party contained in this Agreement.

Event Notices and Other Actions. (a) From and after the date ------------------------------- of this Agreement until the Effective Time, each party hereto the Company shall promptly notify the other parties hereto Parent and Purchaser of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied, (ii) the Company's failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied and (iii) any representation or warranty made by it the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. No The Company's delivery of any notice pursuant to this Section 7.14(a6.6(a) shall not cure any breach of any representation or warranty of such party the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party Parent or parties receiving such noticePurchaser. (b) The Company and Parent shall not, and shall not permit any of their respective Subsidiaries its subsidiaries to, knowingly take any action or nonaction within its reasonable control that wouldwill, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party the Company set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.36.1 and subject to Section 6.4(a), any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied.

Event Notices and Other Actions. (a) From and after the date of this Agreement until the Effective Time, each party hereto the Company shall promptly notify the other parties hereto Parent and Purchaser of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied, (ii) the Company's failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied and (iii) any representation or warranty made by it the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. No The Company's delivery of any notice pursuant to this Section 7.14(a6.5(a) shall not cure any breach of any representation or warranty of such party the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party Parent or parties receiving such noticePurchaser. (b) The Company and Parent shall not, and shall not permit any of their respective Subsidiaries its subsidiaries to, knowingly take any action or nonaction within its reasonable control that wouldwill, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party the Company set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.36.1, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied.

Event Notices and Other Actions. (a) From and after the date ------------------------------- of this Agreement until the Effective Time, each party hereto the Company shall promptly notify the other parties hereto Parent and Purchaser of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied, (ii) the Company's failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied and (iii) any representation or warranty made by it the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. No The Company's delivery of any notice pursuant to this Section 7.14(a6.6(a) shall not cure any breach of any representation or warranty of such party the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party Parent or parties receiving such noticePurchaser. (b) The Company and Parent shall notuse its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of their respective Subsidiaries its subsidiaries to, take any action or nonaction that wouldwill, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party the Company set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.36.1 and subject to Section 6.4(a), any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied.

Event Notices and Other Actions. (a) From and after the date of this the Original Agreement until the Effective Time, each party hereto the Company shall promptly notify the other parties hereto Newco of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could would reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, VI not being satisfied, (ii) the Company's failure of such party to comply with any covenant 32 or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could would reasonably be expected to result in, any condition to the Offer set forth in Annex B, or any condition to the Merger set forth in Article VIII, VI not being satisfied and (iii) any representation or warranty made by it the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. No The Company's delivery of any notice pursuant to this Section 7.14(a5.6(a) shall not cure any breach of any representation or warranty of the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to Newco. (b) The Company shall not take any action or nonaction that will, or that would reasonably be expected to, cause any condition to the Merger set forth in Section 6.2(a) not to be satisfied. (c) From and after the date of the Original Agreement until the Effective Time, Newco shall promptly notify the Company of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or would reasonably be expected to result in, any condition to the Merger set forth in Article VI not being satisfied, (ii) Newco's failure to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or would reasonably be expected to result in, any condition to the Merger set forth in Article VI not being satisfied and (iii) any representation or warranty made by Newco contained in this agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such party representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect. Newco's delivery of any notice pursuant to this Section 5.6(c) shall not cure any breach of any representation or warranty of Newco contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party or parties receiving such noticeCompany. (bd) The Company and Parent shall not, and Newco shall not permit any of their respective Subsidiaries to, take any action or nonaction that wouldwill, or that could would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.3, any condition to the Offer set forth in Annex B, or cause any condition to the Merger set forth in Article VIII, Section 6.3(a) not being to be satisfied. (e) No rights of a party hereunder shall be limited, and no party shall be deemed to have waived any rights, by reason of any investigation or audit conducted before or after the date hereof by any party or the knowledge of any breach of a representation, warranty or covenant by the other party. Each of Newco, on the one hand, and the Company, on the other, shall have the right to rely fully on the representations, warranties and covenants of the other party.

Event Notices and Other Actions. (a) From and after the date of this Agreement until the Effective Time, each party hereto the Company shall promptly notify the other parties hereto Parent and Purchaser of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied, (ii) the Company's failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied and (iii) any representation or warranty made by it the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue -45- or inaccurate in any material respect. No The Company's delivery of any notice pursuant to this Section 7.14(a6.6(a) shall not cure any breach of any representation or warranty of such party the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party Parent or parties receiving such noticePurchaser. (b) The Company and Parent shall not, and shall not permit any of their respective Subsidiaries its subsidiaries to, take any action or nonaction that wouldwill, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party the Company set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 7.36.1 and subject to Section 6.4(a), any condition to the Offer set forth in Annex BA, or any condition to the Merger set forth in Article VIIIVII, not being satisfied.