Representations and Warranties of Alive. 8 2.1 Organization Standing and Power; Subsidiaries................. 9 2.2 Articles of Incorporation and Bylaws.......................... 10 2.3
Representations and Warranties of Alive. In this Agreement, any reference to a "Material Adverse Effect" with ----------------------- respect to any entity or group of entities means any event, change or effect that, when taken individually or together with all other adverse changes and effects, is or is reasonably likely to be materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects of such entity and its subsidiaries, taken as a whole, or to prevent or materially delay consummation of the Merger or otherwise to prevent such entity and its subsidiaries from performing their obligations under this Agreement; provided, however that the following shall not be taken into account in determining a "Material Adverse Effect": (a) any adverse change, event or effect that is directly attributable to conditions affecting the United States economy generally unless such conditions adversely affect such party in a materially disproportionate manner, and (b) any adverse change, event or effect that is directly attributable to conditions affecting such party's industry generally, unless such conditions adversely affect such party in a materially disproportionate manner.
