Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO. The obligations of Parent and MergerCo to consummate the transactions contemplated by this Agreement shall, at the option of Parent and MergerCo, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: SECTION 7.1. NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES. There shall have been no material breach by the Company in the performance of any of its covenants, agreements and obligations herein; none of the representations and warranties contained or referred to in Article IV hereof shall fail to be true and correct on the date hereof and at the Effective Time as though made at the Effective Time, except for (a) representations and warranties that speak as of a specific date or time other than the Effective Time (which need only be true and correct as of such date or time), (b) representations and warranties which are not qualified by Material Adverse Effect or otherwise by material adversity (which need be true and correct except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the following clause (c)) would not have a Material Adverse Effect), (c) representations and warranties which are qualified by Material Adverse Effect or otherwise by material adversity shall also be true and correct without regard to such qualification except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the preceding clause (b)) would not have a Material Adverse Effect, (d) the representations and warranties set forth in Section 4.2 shall be true and correct on the date hereof and at the Effective Time and (e) changes therein specifically resulting from any transaction expressly consented to in writing by Parent; and there shall have been delivered to Parent and MergerCo a certificate to such effect, dated the Effective Time and signed by the President or other senior executive officer of the Company.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO. The obligations of Parent and MergerCo to consummate the transactions contemplated by this Agreement shall, at the option of Parent and MergerCo, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: SECTION 7.1. NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES. There shall have been no material breach by the Company in the performance of any of its covenants, agreements and obligations herein; none of the representations and warranties contained or referred to in Article IV hereof shall fail to be true and correct on the date hereof and at the Effective Time as though made at the Effective Time, except for (a) representations and warranties that speak as of a specific date or time other than the Effective Time (which need only be true and correct as of such date or time), (b) representations and warranties which are not qualified by Material Adverse Effect or otherwise by material adversity (which need be true and correct except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the following clause (c)) would not have a Material Adverse Effect), (cd) representations and warranties which are qualified by Material Adverse Effect or otherwise by material adversity shall also be true and correct without regard to such qualification except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the preceding clause (b)) would not have a Material Adverse Effect, (d) the representations and warranties set forth in Section 4.2 shall be true and correct on the date hereof and at the Effective Time and (e) changes therein specifically resulting from any transaction expressly consented to in writing by Parent; and there shall have been delivered to Parent and MergerCo a certificate to such effect, dated the Effective Time and signed by the President or other senior executive officer of the Company.resulting