Conditions Precedent to Obligations of WPZ Sample Clauses

Conditions Precedent to Obligations of WPZ. The obligations of WPZ to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to the Effective Time of the following conditions precedent: (a) the representations and warranties of Parent and Merger Subsidiary contained herein, ignoring for purposes of satisfying this condition any exception or qualification as to materiality or Material Adverse Effect, shall be true and correct when made and at and as of the Closing with the same force and effect as if those representations and warranties had been made at and as of such time (except to the extent such representations and warranties speak as of a specified earlier date, in which event such representations and warranties must be true and correct as of such specified date), except where the failure to be so true and correct is not individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the WPZ Companies, taken as a whole, or the ability of WPZ or Parent to consummate the Merger; and (b) Parent and Merger Subsidiary shall have performed all obligations and complied with all covenants necessary to be performed or complied with by them on or before the consummation of the Merger.