Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Sale Transaction shall be subject to the fulfillment at the Closing Date of the following additional conditions, any one or more of which may be waived by Parent and Merger Sub: (a) The Company shall have performed in all material respects the covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date; (b) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties expressly stated to relate to a specific date, in which case the failure of such representations and warranties to be true and correct in all material respects as of such earlier date); For purposes of SECTION 9.2(B):
Appears in 3 contracts
Sources: Stock Purchase Agreement (Ontario Teachers Pension Plan Board), Stock Purchase Agreement (Paragon Trade Brands Inc), Stock Purchase Agreement (Paragon Trade Brands Inc)