Common use of Conditions to Obligation of the Company to Effect the Merger Clause in Contracts

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Closing Date of the conditions that (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.1 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) and (iii) hereof.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Closing Date of the conditions that that: (a) (i) Parent, Delaware Sub Holdings and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (xA) the representations and warranties of Parent, Delaware Sub Holdings and Merger Sub set forth in Section ‎Section 4.1 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (yB) the representations and warranties of Parent, Delaware Sub Holdings and Merger Sub set forth in Section ‎Section 4.2 and Section ‎Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub Holdings and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section ‎Section 4.1, Section ‎Section 4.2 and Section ‎Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or or, other than with respect to ‎Section 4.9(a), “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub Holdings and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) and (iii) hereof. (b) Parent shall have received the opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to Parent, or another nationally-recognized law firm experienced in such matters, in substantially the form set forth in Section 6.2(b)(i) of the Parent Disclosure Letter and dated the Closing Date, to the effect that, on the basis of certain facts, representations and assumptions set forth in such opinion and subject to the qualifications and limitations as may be set forth therein, for United States federal income tax purposes, the Merger will be treated as a reorganization qualifying under Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of the Company and Parent, substantially in the form set forth in ‎Section 6.2(b)(ii) of the Company Disclosure Letter and the Parent Disclosure Letter, respectively, dated as of the Closing Date.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in Section 4.1 (i) Article IV (other than in Sections 4.1(a) (first sentence only), 4.1(b), 4.1(c), 4.2(a), 4.2(c)(ii), 4.6(b), 4.10 and 4.14) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at except where such failures to be so true and as of correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in such time (except to representations and warranties) would not, individually or in the extent expressly made as of an earlier dateaggregate, in which case as of such date)have a Material Adverse Effect on Parent, (iiiii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.34.1(b) shall be true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Material Adverse Effect” set forth thereinEffect and similar qualifiers contained in such representations and warranties) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for any de minimis inaccuracies, (iii) Sections 4.1(a) (first sentence only), 4.1(c), 4.2(a), 4.2(c)(ii), 4.10 and 4.14 shall be true and correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in such representations and warranties) in all material respects at and as if of the date of this Agreement and at and as of the Closing Date as though made at and as of such time the Closing Date and (except to iv) Section 4.6(b) shall be true and correct both at and as of the extent expressly date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to a particular date or period shall be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” in the manner set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii), (iii) and (iiiiv), as applicable) hereofonly as of such date or period. (b) Parent and Merger Sub shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Closing Date and signed by an executive officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing Date of the conditions that following additional conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth contained in Section 4.1 4.2(a), Section 4.2(c)(i), (ii) and (iv) (in each such clause of Section 4.2(c), with respect to the Parent and the securities thereof or equity interests therein), Section 4.3, Section 4.4, Section 4.5(a)(i) and Section 4.7(b) shall be true and correct in all respects (exceptother than, in the case of Section 4.2(a), Section 4.2(c)(i), (ii) and (iv) (in each such caseclause of Section 4.2(c), for any inaccuracies that are with respect to the Parent and the securities thereof or equity interests therein), de minimis in the aggregateinaccuracies) at and as of the Closing Date, Date as if made at and as of such time (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), (ii) and (y) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth contained in the first sentence of Section 4.2 4.1, Section 4.2(b), Section 4.2(c)(iii) and Section 4.3 4.16 (without giving effect to any materiality, Material Adverse Effect or similar qualifiers contained therein) shall be true and correct in all material respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, Date as if made at and as of such time (except to the extent expressly other than any such representation or warranty that is made as of an earlier a specified date, in which case representation or warranty shall be so true and correct as of such specified date), ) and (iii) the other representations and warranties of each of Parent, Delaware Sub the Parent and Merger Sub set forth contained in this Agreement (other than the representations and warranties set forth in Section 4.1without giving effect to any materiality, Section 4.2 and Section 4.3Material Adverse Effect or similar qualifiers contained therein) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, Date as if made at and as of such time (except to the extent expressly other than any such representation or warranty that is made as of an earlier a specified date, in which case representation or warranty shall be so true and correct as of such specified date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)correct, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result inhave, a Parent Material Adverse Effect, Effect on Parent; (b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing; and (ivc) the Company shall have received a certificate signed by an executive officer of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated Parent certifying as to the Closing Date, certifying the satisfaction of the conditions matters set out forth in clauses (i), (iiSection 6.3(a) and (iii) hereofSection 6.3(b).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub ETP and Merger Sub set forth in Section 4.1 (i) this Agreement (other than in Sections 4.2(a), 4.2(g), 4.10(b) and 4.10(c)) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent ETP Material Adverse Effect” set forth therein)Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result in, a Parent an ETP Material Adverse Effect, (ii) Sections 4.2(a) and (iv4.2(g) shall be true and correct both at and as of the Company shall have received a certificate date of each this Agreement and at and as of Parent, Delaware Sub the Closing Date as though made at and Merger Sub, executed on its behalf by its President or one as of its Vice Presidents, dated the Closing Date, certifying the satisfaction except for any immaterial inaccuracies, and (iii) Sections 4.10(b) and 4.10(c) shall be true and correct both at and as of the conditions date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set out forth in clauses (i), (ii) or (iii), as applicable) only as of such date or period. (b) ETP shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) ETP shall have delivered to the Company a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior officer of its general partner, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied. (d) The Common Units to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance. (e) ETP shall have received the following written opinions, on the basis of assumptions, representations and warranties set forth or referred to in such opinions, dated as of the Closing Date, and upon which the Company and its counsel shall expressly be entitled to rely: (i) an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP to the effect that, for U.S. federal income tax purposes, ETP should not be treated as an investment company for purposes of Section 721(b) of the Code, and (iiiii) hereofan opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP to the effect that for U.S. federal income tax purposes, 90% of the current gross income of ETP constitutes qualifying income within the meaning of Section 7704(d) of the Code and ETP is treated as a partnership for federal income tax purposes pursuant to Section 7704(c) of the Code. In rendering such opinions, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of ETP, Merger Sub or others reasonably requested by such counsel. (f) The Company shall have received a written opinion from Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, on the basis of assumptions, representations and warranties set forth or referred to in such opinion, dated as of the Closing Date, to the effect that for U.S. federal income tax purposes the exchange of Company Common Stock for Common Units pursuant to the Merger should qualify as an exchange to which Section 721(a) of the Code applies. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of ETP, Merger Sub, the Company or others reasonably requested by such counsel and on the opinions described in Section 6.2(e). (g) Parent shall have executed and delivered to the Company the Partnership Agreement Amendment substantially in the form set forth in Annex A to this Agreement (the “Partnership Agreement Amendment”), with such Partnership Agreement Amendment to be effective as of the Effective Time.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing Date of the conditions that following additional conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth (i) contained in Section 4.1 Sections 4.2(a) and 4.7(b) shall be true and correct in all respects (exceptother than, in each such casethe case of Section 4.2(a), for any inaccuracies that are de minimis in the aggregateinaccuracies) at and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), (ii) contained in the first sentence of Section 4.2(b), Sections 4.2(c)(i), (c)(ii) and (y) the representations and warranties of Parentc)(iv), Delaware Sub and Merger Sub set forth in Section 4.2 4.2(d), Section 4.3, Section 4.4 and Section 4.3 4.12 (together with the Sections of this Agreement referred to in clause (i), the “Parent Fundamental Representations”) shall be true and correct in all respects (exceptmaterial respects, in each such casewithout giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such date), specific date only) and (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth contained in this Agreement (other than the representations and warranties set forth in Section 4.1Parent Fundamental Representations), Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” materiality or “Parent Material Adverse Effect” set forth qualifications therein) , shall be true and correct as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)correct, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result inhave, a Parent Material Adverse Effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing; (c) since the date of this Agreement there shall not have been any event, and circumstance, occurrence, effect, fact, development or change that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and (ivd) the Company shall have received a certificate signed by an executive officer of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated Parent certifying as to the Closing Date, certifying the satisfaction of the conditions matters set out forth in clauses (iSection 6.3(a), (iiSection 6.3(b) and (iii) hereofSection 6.3(c).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment satisfaction (or waiver at or prior by the Company to the Closing Date extent permitted by applicable Law) of the conditions that following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 4.2(a), Section 4.12(a) and Section 4.18 shall be true and correct in all respects (exceptcorrect, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing DateClosing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case, except for de minimis inaccuracies; (ii) the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.1(a), Section 4.2(b), Section 4.3(a), Section 4.3(b) and Section 4.20 shall be true and correct in all material respects, at and as of the date of this Agreement and at and as of Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (iii) the representations and warranties of each of Parent, Delaware Sub Parent and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or Article 4 that are qualified by a “Parent Material Adverse Effect” set forth therein) qualification shall be true and correct in all respects as so qualified at and as of the Closing Datedate of this Agreement and at and as of Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iv) the other representations and warranties of Parent and Merger Sub set forth in Article 4 shall be true and correct at and as of the date of this Agreement and at and as of the Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of with respect to this clause (iiiiv) where the failure of such representations and warranties to be so true and correct (without giving effect would not have or would not reasonably be expected to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Closing. (c) Since the date of this Agreement, there shall not have occurred any event, change, occurrence, effect or development that has not had, and would not be or is reasonably likely to have or result inhave, a Parent Material Adverse Effect, and . (ivd) Parent shall have delivered to the Company shall have received a certificate certificate, dated as of each of Parent, Delaware Sub the Closing Date and Merger Sub, executed on its behalf signed by its President Chief Executive Officer or one of its Vice Presidents, dated the Closing Dateanother senior officer, certifying to the satisfaction of effect that the conditions set out forth in clauses (iSection 6.2(a), (iiSection 6.2(b) and (iiiSection 6.2(c) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company, to the extent permitted under applicable Law) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of ParentSodium, Delaware Sub Sodium US and Merger Sub set forth in (i) Article IV and Article V of this Agreement (other than in Section 4.1 4.2(a), Section 4.7, Section 5.2(a) and Section 5.10) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, Date as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Sodium Material Adverse Effect” set forth therein)Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result in, a Parent Sodium Material Adverse Effect, (ii) Section 4.2(a) and (ivSection 5.2(a) shall be true and correct both as of the Company shall have received a certificate date of each this Agreement and as of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one the Closing Date as though made as of its Vice Presidents, dated the Closing Date, certifying the satisfaction except for any immaterial inaccuracies, and (iii) Section 4.7 and Section 5.10 shall be true and correct both as of the conditions date of this Agreement and as of the Closing Date as though made as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set out forth in clauses (i), (ii) and or (iii), as applicable) hereofonly as of such date or period. (b) Sodium, Sodium US and Merger Sub shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by each of them prior to the Effective Time. (c) Sodium, Sodium US and Merger Sub shall have delivered to the Company a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior officer of Sodium, certifying to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in (i) this Agreement (other than in Section 4.1 4.2(a), Section 4.2(g), Section 4.10(b) and Section 4.10(c)) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Material Adverse Effect” set forth therein)Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result in, a Parent Material Adverse Effect, (ii) Section 4.2(a) and (ivSection 4.2(g) shall be true and correct both at and as of the Company shall have received a certificate date of each this Agreement and at and as of Parent, Delaware Sub the Closing Date as though made at and Merger Sub, executed on its behalf by its President or one as of its Vice Presidents, dated the Closing Date, certifying the satisfaction except for any immaterial inaccuracies, and (iii) Section 4.10(b) and Section 4.10(c) shall be true and correct both at and as of the conditions date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set out forth in clauses (i), (ii) and or (iii), as applicable) hereofonly as of such date or period; (b) Parent shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time; (c) Parent shall have delivered to the Company a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior officer of Parent GP, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; and (d) The Common Units to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.

Conditions to Obligation of the Company to Effect the Merger. The obligation Only if the Acceptance Time shall not have occurred, the obligations of the Company to effect consummate the Merger shall be further subject to the fulfillment satisfaction (or waiver by the Company, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the conditions that following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in Article V (other than Section 4.1 5.1, Section 5.2, Section 5.3(a) and Section 5.5) shall be true and correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregatewarranties) both at and as of the date of this Agreement and at and as of the Merger Closing Date, as if though made at and as of such time (times, except for such failures to the extent expressly made be true and correct as of an earlier datewould not have, in which case as of such date)the aggregate, (iii) the representations and warranties of each of a Material Adverse Effect on Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than ii) the representations and warranties set forth in Section 4.15.1, Section 4.2 5.2, Section 5.3(a) and Section 4.3) 5.5 shall be true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Material Adverse Effect” set forth thereinEffect and similar qualifiers contained in such representations and warranties) in all material respects at and as of the date of this Agreement and at and as of the Merger Closing Date, as if though made at and as of such time times; provided, however, that with respect to clauses (except to the extent expressly i) and (ii) above, representations and warranties that are made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to a particular date or period shall be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” in the manner set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, clauses (i) and (ivii) above, as applicable) only as of such date or period. (b) Each of Parent and Merger Sub shall have performed in all material respects their obligations and agreements and shall have complied in all material respects with the covenants to be performed and complied with by it under this Agreement at or prior to the Merger Closing. (c) Parent shall have furnished the Company shall have received with a certificate of each of Parent, Delaware Sub and Merger Sub, executed dated the Closing Date signed on its behalf by its President or one an executive officer of its Vice Presidents, dated Parent to the Closing Date, certifying the satisfaction of effect that the conditions set out forth in clauses (i), (iiSection 7.2(a) and (iiiSection 7.2(b) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment or waiver at or prior to the Closing Date of the conditions that following conditions: (i) ParentThe representations and warranties of Parent contained herein (other than the representation and warranties set forth in Sections 4.2, Delaware Sub 4.3(a), 4.4(b), 4.10 and Merger Sub 4.21) shall have performedbe true and correct as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, in all material respects, (y) that the accuracy of representations and warranties that by their covenants and agreements contained in terms speak as of the date of this Agreement required or some other date will be determined as of such date and not as of the Effective Time and (z) where any such failure of the representations and warranties in the aggregate to be performed true and correct would not reasonably be expected to have a Material Adverse Effect on or prior to the Closing Date, Parent; (ii) (x) the representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in Section 4.1 Sections 4.2, 4.3(a) and 4.4(b) shall be true and correct in all material respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both when made and at and as of the Closing DateEffective Time except (x) for changes specifically permitted by the terms of this Agreement, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) that the accuracy of representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and by their terms speak as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case or some other date will be determined as of such date), and (iii) the representations and warranties contained in Sections 4.10 and 4.21 shall have been true and correct in all respects when made and as of each of Parentthe Effective Time; (b) Parent shall have performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time; and (c) Parent shall have delivered to the Company a certificate, Delaware Sub dated the Effective Time and Merger Sub signed by its Chief Executive Officer or any Executive Vice President certifying to the effect that the conditions set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (iiSections 6.2(a) and (iii6.2(b) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment of, or the waiver at or prior by the Company, to the Closing Date of the conditions that (i) Parentextent permitted by applicable Law, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing DateEffective Time of, the following conditions: (iia) (xi) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 5.1, Section 5.2 (other than Section 5.2(f)), Section 5.3 (other than Section 5.3(c)), Section 5.10(b), Section 5.18 and Section 5.19 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in both at and as of the aggregate) date of this Agreement and at and as of the Closing Date, Date as if though made at and as of such time the Closing Date (except to the extent for representations and warranties that expressly made speak only as of an earlier datea specific date or time other than the Closing Date, in which case need only be true and correct as of such dateother date or time), except for de minimis inaccuracies with respect to the representations and warranties in Section 5.2 (other than Section 5.2(f)) and Section 5.3 (yother than Section 5.3(c)), and (ii) the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Article V other than those referenced in clause (i) of this Section 4.2 and Section 4.3 7.2(a) shall be true and correct in all respects (except, in each such case, for disregarding any inaccuracies that are de minimis in the aggregatequalifications with respect to materiality or “Parent Material Adverse Effect” contained therein) both at and as of the date of this Agreement and at and as of the Closing Date, Date as if though made at and as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the for representations and warranties that expressly speak only as of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (a specific date or time other than the representations and warranties set forth in Section 4.1Closing Date, Section 4.2 and Section 4.3) shall which need only be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such dateother date or time), except except, in the case of this clause (iii) ii), where the failure of such representations and warranties to be so true and correct (without giving effect has not had and would not reasonably be expected to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)have, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect. (b) Parent shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied. (ivd) The Company shall have received from the Company’s Counsel, a written opinion dated as of the Closing Date to the effect that for U.S. federal income tax purposes the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “Company Tax Opinion”). (e) The Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction copy of the conditions set out in clauses (i), (ii) and (iii) hereofParent Tax Opinion.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing Date of the conditions that following additional conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth (i) contained in Section 4.1 Sections 4.2(a), 4.2(c)(i), (c)(ii), (c)(iv), 4.2(e) and 4.7(c) shall be true and correct in all respects (exceptother than, in each such casethe case of Sections 4.2(a), for any inaccuracies that are 4.2(c)(i), (c)(ii) and (c)(iv), de minimis in the aggregateinaccuracies) at and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), (ii) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth contained in Section 4.2 4.2(d), Section 4.3, Section 4.4 and Section 4.3 4.23 (together with the Sections of this Agreement referred to in clause (i), the “Parent Fundamental Representations”) shall be true and correct in all respects (exceptmaterial respects, in each such casewithout giving effect to any materiality or “Material Adverse Effect on Parent” qualifications therein, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such date), specific date only) and (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth contained in this Agreement (other than the representations and warranties set forth in Section 4.1Parent Fundamental Representations), Section 4.2 and Section 4.3) without giving effect to any materiality or “Material Adverse Effect on Parent” qualifications therein, shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)correct, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result inhave, a Parent Material Adverse EffectEffect on Parent; (b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing; (c) since the date of this Agreement there shall not have been any event, and circumstance, occurrence, effect, fact, development or change that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (ivd) the Company shall have received a certificate signed by an executive officer of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated Parent certifying as to the Closing Date, certifying the satisfaction of the conditions matters set out forth in clauses (iSection 6.3(a), (iiSection 6.3(b) and (iii) hereofSection 6.3(c).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment or waiver at or prior to the Closing Date of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 (i) this Agreement (other than Sections 4.2(a), 4.10(a)(ii) and 4.10(b)) that are qualified by Parent Material Adverse Effect shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iiiii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the Sections 4.2(a), 4.10(a)(ii) and 4.10(b) and those representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3qualified by Parent Material Adverse Effect) shall be true and correct (without giving effect to any limitation at and as to “materiality” or “Parent Material Adverse Effect” set forth therein) of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except for such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect as are not having or would not reasonably be expected to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)have, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, (iii) Section 4.2(a) shall be true and (iv) correct at and as of the Company shall have received a certificate date of each this Agreement and at and as of Parent, Delaware Sub the Closing Date as though made at and Merger Sub, executed on its behalf by its President or one as of its Vice Presidents, dated the Closing Date, certifying the satisfaction except for de minimis inaccuracies, (iv) Section 4.10(a)(ii) shall be true and correct at and as of the conditions date of this Agreement and (v) Section 4.10(b) shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set out forth in clauses (i), (ii) and (iii), as applicable) hereofonly as of such date or period. (b) Parent shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied. (d) The Company shall have received an opinion from Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, on the basis of representations and warranties set forth or referred to in such opinion, dated as of the Closing Date, to the effect that the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub, the Company or others reasonably requested by such counsel. The foregoing conditions are for the sole benefit of the Company and may, subject to the terms of this Agreement, be waived by the Company, in whole or in part at any time and from time to time, in the sole discretion of the Company. The failure by the Company at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time prior to the Effective Time.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment of, or the waiver at or prior to by the Closing Date of the conditions that (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed Company on or prior to the Closing DateEffective Time of, the following conditions: (iia) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 (i) this Agreement (other than Sections 4.2 and 4.10) that are qualified by Parent Material Adverse Effect shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date, as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date)Closing Date, (iiiii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the Sections 4.2 and 4.10 and those representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3qualified by Parent Material Adverse Effect) shall be true and correct (without giving effect to any limitation both at and as to “materiality” or “Parent Material Adverse Effect” set forth therein) of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)would not, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result in, a Parent Material Adverse Effect, (iii) Section 4.2 shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for de minimis inaccuracies, and (iv) Section 4.10 shall be true and correct both at and as of the Company shall have received a certificate date of each this Agreement and at and as of Parent, Delaware Sub the Closing Date as though made at and Merger Sub, executed on its behalf by its President or one as of its Vice Presidents, dated the Closing Date; provided, certifying however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the satisfaction of the conditions manner set out forth in clauses (i), (ii) and (iii), as applicable) hereofonly as of such date or period. (b) Parent shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied. (d) The Company shall have received from the Company’s Counsel, a written opinion dated as of the Closing Date to the effect that for U.S. federal income tax purposes the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, the Company’s Counsel shall be entitled to rely upon assumptions, representations, warranties and covenants, including those contained in this Agreement and in the Tax Representation Letters described in Section 5.17.

Conditions to Obligation of the Company to Effect the Merger. The obligation obligations of the Company to effect consummate the Merger shall be further subject to the fulfillment satisfaction (or waiver by the Company, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the conditions that following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in Article IV (other than Section 4.1 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5(a), Section 4.6, Section 4.14 and Section 4.15) shall be true and correct (without regard to "materiality," Material Adverse Effect and similar qualifiers contained in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregatewarranties) both at and as of the date of this Agreement and at and as of the Closing Date, as if though made at and as of such time (times, except for such failures to the extent expressly made be true and correct as of an earlier datewould not have, in which case as of such date)the aggregate, a Material Adverse Effect on Parent, (iiiii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in Section 4.4(a) shall be true and correct (without regard to "materiality" Material Adverse Effect and similar qualifiers contained in such representations and warranties), except for any de minimis inaccuracies and other than with respect to any issuances permitted pursuant to this Agreement at and as of the date of this Agreement and at and as of the Closing as though made at and as of such times, (other than iii) the representations and warranties set forth in Section 4.1, Section 4.2 4.2, Section 4.3, Section 4.5(a), Section 4.14 and Section 4.3) 4.15 shall be true and correct (without giving effect regard to any limitation as to “"materiality” or “Parent ," Material Adverse Effect” set forth thereinEffect and similar qualifiers contained in such representations and warranties) in all material respects at and as of the date of this Agreement and at and as of the Closing Date, as though made at and as of such times and (iv) the representations set forth in Section 4.4(b) and Section 4.6 shall be true and correct at and as of the Closing as if made at and as of such time (except time; provided, however, that with respect to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii), (iii) and (iv) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clause (i), (ii), (iii) hereofor (iv) above, as applicable) only as of such date or period. (b) Each of Parent and Merger Sub shall have performed in all material respects their obligations and agreements and shall have complied in all material respects with the covenants to be performed and complied with by it under this Agreement at or prior to the Closing. (c) Since the date of this Agreement, there shall not have occurred any Events that have had or would have a Material Adverse Effect on Parent. (d) There shall have been no adoption, implementation, promulgation, repeal, modification, amendment or change of any applicable Law following the date of this Agreement and prior to the Closing Date, the effect of which would be to treat Parent as a "domestic corporation" within the meaning of the Code as of or after the Closing Date. (e) Parent shall have furnished the Company with a certificate dated the Closing Date signed on its behalf by the Chief Financial Officer of Parent to the effect that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied. (f) Parent shall have furnished the Company with resolutions of the Parent Board effecting, subject only to consummation of the Merger, the matters contemplated by Section 5.15.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in (i) Article IV (other than in Section 4.1 4.1(a) (first, second and third sentences only), Section 4.1(c), 4.2(a), 4.2(c)(ii), 4.6(b), Section 4.11 and Section 4.14) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect regard to any limitation as to “"materiality” or “Parent ," Material Adverse Effect” Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, have a Material Adverse Effect on Parent, (ii) Sections 4.1(a) (first and second sentences only), 4.2(a), 4.2(c)(ii), Section 4.11 and Section 4.14 shall be true and correct (without regard to "materiality," Material Adverse Effect and similar qualifiers contained in such representations and warranties) in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, (iii) Section 4.1(c) shall be true and correct in all respects, other than de minimis inaccuracies, at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (iv) Section 4.6(b) shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth thereinin clauses (i), (ii), (iii) and (iv), as applicable) only as of such date or period. (b) Parent and Merger Sub shall have performed and complied in all material respects with all covenants, obligations or other agreements required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Since the date of this Agreement, there shall not have been any fact, change, circumstance, event, occurrence, condition or development that, individually or in the aggregate, has not had, and had or would not reasonably be reasonably likely expected to have or result in, a Parent Material Adverse Effect, and Effect on Parent. (ivd) Parent shall have delivered to the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidentscertificate, dated the Closing DateDate and signed by an executive officer, certifying to the satisfaction of effect that the conditions set out forth in clauses (iSection 6.2(a), (iiSection 6.2(b) and (iiiSection 6.2(c) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment or waiver at or prior to the Closing Date of the conditions that following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth contained in Section 4.1 (Qualification, Organization) and Section 4.2(a) (Corporate Authority) shall be true and correct in all respects (except, in each the case of Section 4.1(a) for such case, for any inaccuracies that as are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except), in each such case, for any inaccuracies that are de minimis in the aggregate) both case at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iiiii) the representations and warranties of each of Parent, Delaware Sub Parent and Merger Sub set forth in this Agreement (other than in clause (i) above) which are qualified by a “Parent Material Adverse Effect” or “materiality” qualification shall be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (iii) the representations and warranties of Parent and Merger Sub set forth in Section 4.1this Agreement (other than in clause (i) above) which are not qualified by a “Parent Material Adverse Effect” or “materiality” qualification shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, Section 4.2 however, that, with respect to clauses (i), (ii) or (iii) hereof, representations and Section 4.3) warranties that are made as of a particular date or period shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” in the manner set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) and or (iii), as applicable) hereofonly as of such date or period. (b) Parent shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior executive officer, certifying to the effect that the conditions set forth in Section 6.2(a) and 6.2(b) have been satisfied. (d) Each of the approvals listed on Section 6.2(d) of the Company Disclosure Letter shall have been obtained.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is, in addition to the conditions set forth in Section 7.1, further subject to the fulfillment satisfaction or (to the extent not prohibited by Law) waiver by the Company at or prior to the Closing Date Effective Time of the conditions that following conditions: (a) except as provided for in clause (ii) and clause (iii), (i) Parent, Delaware each of the representations and warranties of Parent and Acquisition Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required Agreement, without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, shall be performed on or prior to true and correct as of the Closing Date, except for such failures to be true and correct as would not have a Parent Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); (ii) (x) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth contained in Section 4.1 5.1, Section 5.3, Section 5.18, Section 5.20 and Section 5.21 shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); and (iii) the representations and warranties contained in Section 5.2(a); the first sentence of Section 5.2(b); and Section 5.2(c) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time Date other than for de minimis errors (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only); (b) Parent and (y) the representations and warranties of Parent, Delaware Acquisition Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct have performed or complied in all material respects with their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing Date; (except, in each such case, for any inaccuracies that are de minimis in the aggregatec) both at and as of from the date of this Agreement and until the Closing Date, no Parent Material Adverse Effect shall have occurred; and (d) Parent shall have delivered a certificate to the Company, dated as of the Closing Date, as if made at Date and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each duly executed by a senior executive officer of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than certifying to the representations and warranties effect that the conditions set forth in Section 4.17.3(a), Section 4.2 7.3(b) and Section 4.37.3(c) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) and (iii) hereofbeen satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is subject to the fulfillment satisfaction or waiver by the Company at or prior to the Closing Date of the conditions that following additional conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) each of the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth (i) contained in Section 4.1 4.2(a), Section 4.2(c) (only in respect of securities of Parent and other than clause (C) thereof) and Section 4.7(b) shall be true and correct in all respects (exceptother than, in each such casethe case of Section 4.2(a) and Section 4.2(c), for any inaccuracies that are de minimis in the aggregateinaccuracies) at and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), (ii) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth contained in Section 4.2 4.2(b), Section 4.3, Section 4.4 and Section 4.3 shall be true and correct in all respects 4.13 (except, in each such case, for any inaccuracies that are de minimis in together with the aggregate) both at and as of the date Sections of this Agreement and as of referred to in the Closing Date, as if made at and as of such time immediately preceding clause (except to the extent expressly made as of an earlier date, in which case as of such datei), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3“Parent Specified Representations”) shall be true and correct (without giving effect to any limitation as to “materiality” materiality or “Parent Material Adverse Effect” set forth qualifications therein) in all material respects as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iii) contained in Article IV (other than the Parent Specified Representations), without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)correct, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result inhave, a Parent Material Adverse Effect, ; (b) Parent and Merger Sub shall have performed or complied in all material respects with each of their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing; and (ivc) the Company shall have received a certificate signed by an executive officer of each Parent certifying, on behalf of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated as to the Closing Date, certifying the satisfaction of the conditions matters set out forth in clauses (i), (iiSection 6.3(a) and (iii) hereofSection 6.3(b).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be and the other transactions contemplated hereby is further subject to the fulfillment (or waiver in writing by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (a) (i) Parent, Delaware Sub The representations and warranties of Parent and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, Article IV (ii) (x) except for the representations and warranties of Parent, Delaware Sub and Merger Sub set forth contained in Section 4.1 4.1, the first two sentences of Section 4.2(a), Section 4.3 and Section 4.7 and disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)would not reasonably be expected to, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) the representation and warranty of Parent and Merger Sub contained in Section 4.3 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) hereofthe representations and warranties of Parent and Merger Sub contained in Section 4.1, the first two sentences of Section 4.2(a) and Section 4.7 shall be true and correct in all material respects both when made and at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). (b) Parent and Merger Sub shall have performed and complied with, in all material respects, all material obligations and covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment or waiver at or prior to the Closing Date of the conditions that following conditions: (a) (i) ParentThe representations and warranties of Parent contained herein (other than the representation and warranties set forth in Sections 4.2, Delaware Sub 4.3(a), 4.4(b), 4.10 and Merger Sub 4.21) shall have performedbe true and correct as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, in all material respects, (y) that the accuracy of representations and warranties that by their covenants and agreements contained in terms speak as of the date of this Agreement required or some other date will be determined as of such date and not as of the Effective Time and (z) where any such failure of the representations and warranties in the aggregate to be performed true and correct would not reasonably be expected to have a Material Adverse Effect on or prior to the Closing Date, Parent; (ii) (x) the representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in Section 4.1 Sections 4.2, 4.3(a) and 4.4(b) shall be true and correct in all material respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both when made and at and as of the Closing DateEffective Time except (x) for changes specifically permitted by the terms of this Agreement, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) that the accuracy of representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and by their terms speak as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case or some other date will be determined as of such date), and (iii) the representations and warranties contained in Sections 4.10 and 4.21 shall have been true and correct in all respects when made and as of each of Parentthe Effective Time; (b) Parent shall have performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time; and (c) Parent shall have delivered to the Company a certificate, Delaware Sub dated the Effective Time and Merger Sub signed by its Chief Executive Officer or any Executive Vice President certifying to the effect that the conditions set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (iiSections 6.2(a) and (iii6.2(b) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub and Merger Sub Parent set forth in (i) Article IV (other than in Section 4.1 4.1(a) (first, second and third sentences only), Section 4.1(c), 4.2(a), 4.2(c)(ii), 4.6(b), Section 4.11 and Section 4.14) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Material Adverse EffectEffect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, have a Material Adverse Effect on Parent, (ii) Sections 4.1(a) (first and second sentences only), 4.2(a), 4.2(c)(ii), Section 4.11 and Section 4.14 shall be true and correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in such representations and warranties) in all material respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, (iii) Section 4.1(c) shall be true and correct in all respects, other than de minimis inaccuracies, at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (iv) Section 4.6(b) shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth thereinin clauses (i), (ii), (iii) and (iv), as applicable) only as of such date or period. (b) Parent and Merger Sub shall have performed and complied in all material respects with all covenants, obligations or other agreements required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Since the date of this Agreement, there shall not have been any fact, change, circumstance, event, occurrence, condition or development that, individually or in the aggregate, has not had, and had or would not reasonably be reasonably likely expected to have or result in, a Parent Material Adverse Effect, and Effect on Parent. (ivd) Parent shall have delivered to the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidentscertificate, dated the Closing DateDate and signed by an executive officer, certifying to the satisfaction of effect that the conditions set out forth in clauses (iSection 6.2(a), (iiSection 6.2(b) and (iiiSection 6.2(c) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall and the other transactions to be effected at the Closing as contemplated by this Agreement is further subject to the fulfillment (or waiver in writing by the Company) at or prior to the Closing Date and as of the conditions that Effective Time of the following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 5.2(a) (except for the penultimate sentence thereof) and in Section 5.2(b) shall be true and correct in all respects (exceptcorrect, in each such case, for other than any inaccuracies that are de minimis in the aggregate) at and as of the Closing Dateinaccuracies, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, as if though made at on and as of such time date (except to the extent any such representation or warranty expressly made speaks as of an earlier a particular date, in which case only as of such particular date), (ii) the representations and warranties of Parent and Merger Sub set forth in Section 5.1(a), in the penultimate sentence of Section 5.2(a), in Section 5.2(c), in Section 5.2(d), in Section 5.2(e), in Section 5.3(a), and in the first sentence of Section 5.21 shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), (iii) the representations and warranties of each of Parent, Delaware Sub Parent and Merger Sub set forth in Section 5.7(b) shall be true and correct as of the date of this Agreement and as of the Closing Date, as through made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), (iv) the other than the representations and warranties of Parent and Merger Sub set forth in Section 4.1Article V which are qualified by a “Parent Material Adverse Effect” qualification shall be true and correct in all respects as so qualified, Section 4.2 as of the date of this Agreement and Section 4.3as of the Closing Date, as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), and (v) the other representations and warranties of Parent and Merger Sub set forth in Article V which are not qualified by a “Parent Material Adverse Effect” qualification shall be true and correct (without giving effect to any limitation as to “materiality,” “in all material respects,” or “Parent Material Adverse Effect” set forth therein) similar qualifiers), as of the date of this Agreement and as of the Closing Date, as if though made at on and as of such time date (except to the extent any such representation or warranty expressly made speaks as of an earlier a particular date, in which case only as of such particular date), except in the case of this clause (iii) where the failure of for such representations and warranties failures to be so true and correct (without giving effect regard to any limitation qualifications or exceptions contained as to “materiality,” “in all material respects” or “Parent Material Adverse Effect” set forth therein)similar qualifiers) as have not had and would not reasonably be expected to have, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied. (ivd) the The Company shall have received the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a certificate “reorganization” within the meaning of each Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations, including representations contained in certificates of officers of Parent, Delaware Sub the Company and Merger Sub, executed on its behalf reasonably satisfactory in form and substance to such counsel and such other information reasonably requested by its President and provided to such counsel by Parent, the Company or one Merger Sub for purposes of its Vice Presidentsrendering such opinion, dated including certificates substantially in the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) forms attached hereto as Exhibits A and (iii) hereof.B.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub ETP and Merger Sub set forth in Section 4.1 (i) this Agreement (other than in Sections 4.2(a), 4.2(g), 4.10(b) and 4.10(c)) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent ETP Material Adverse Effect” set forth therein)Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, has not had, and would not reasonably be reasonably likely expected to have or result in, a Parent an ETP Material Adverse Effect, (ii) Sections 4.2(a) and (iv4.2(g) shall be true and correct both at and as of the Company shall have received a certificate date of each this Agreement and at and as of Parent, Delaware Sub the Closing Date as though made at and Merger Sub, executed on its behalf by its President or one as of its Vice Presidents, dated the Closing Date, certifying the satisfaction except for any immaterial inaccuracies, and (iii) Sections 4.10(b) and 4.10(c) shall be true and correct both at and as of the conditions date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set out forth in clauses (i), (ii) or (iii), as applicable) only as of such date or period. (b) ETP shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) ETP shall have delivered to the Company a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior officer of its general partner, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied. (d) The Common Units to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance. (e) ETP shall have received the following written opinions, on the basis of assumptions, representations and warranties set forth or referred to in such opinions, dated as of the Closing Date, in form and substance reasonably acceptable to the Company and upon which the Company and its counsel shall expressly be entitled to rely: (i) an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP to the effect that, for U.S. federal income tax purposes, ETP should not be treated as an investment company for purposes of Section 721(b) of the Code, and (iiiii) hereofan opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. to the effect that for U.S. federal income tax purposes, at least 90% of the gross income of ETP for the most recent four complete calendar quarters ending before the Effective Time for which necessary financial information is available constitutes qualifying income within the meaning of Section 7704(d) of the Code and ETP is treated as a partnership for federal income tax purposes pursuant to Section 7704(c) of the Code. In rendering such opinions, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of ETP, Merger Sub or others reasonably requested by such counsel. (f) The Company shall have received a written opinion from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, on the basis of assumptions, representations and warranties set forth or referred to in such opinion, dated as of the Closing Date, to the effect that for U.S. federal income tax purposes the exchange of Company Common Stock for Common Units pursuant to the Merger should qualify as an exchange to which Section 721(a) of the Code applies. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of ETP, Merger Sub, the Company or others reasonably requested by such counsel and on the opinions described in Section 6.2(e). (g) Parent shall have executed and delivered to the Company the Partnership Agreement Amendment substantially in the form set forth in Annex A to this Agreement (the “Partnership Agreement Amendment”), with such Partnership Agreement Amendment to be effective as of the Effective Time.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be and the other transactions contemplated hereby is further subject to the fulfillment (or waiver in writing by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (i) Parent, Delaware Sub The representations and warranties of Parent and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, Article IV (ii) (x) except for the representations and warranties of Parent, Delaware Sub and Merger Sub set forth contained in Section 4.1 4.1, the first two sentences of Section 4.2(a), Section 4.3 and Section 4.7 and disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)would not reasonably be expected to, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, and (iv) the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying the satisfaction of the conditions set out in clauses (i), (ii) the representation and warranty of Parent and Merger Sub contained in Section 4.3 shall be true and correct in all respects both when made and at and as of the Closing Date and (iii) hereofthe representations and warranties of Parent and Merger Sub contained in Section 4.1, the first two sentences of Section 4.2(a) and Section 4.7 shall be true and correct in all material respects both when made and at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). (b) Parent and Merger Sub shall have performed and complied with, in all material respects, all material obligations and covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation obligations of the Company to effect the Merger shall be are subject to the fulfillment satisfaction or waiver at or prior (to the Closing Date extent permitted by Law) waiver by the Company of each of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in (i) Section 4.1 4.2 (Authority) and Section 4.6 (Brokers) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent for any such representation or warranty that is expressly made as of an earlier a specified date, including the date of this Agreement, in which case such representation or warranty shall be true and correct only as of such specified date), except for de minimis inaccuracies, (iiiii) the representations Section 4.3(a)(i) (No Conflict – Governing Documents) shall be true and warranties correct in all material respects (disregarding all qualifications or limitations as to “materiality”, “Parent Material Adverse Effect” and words of each of Parent, Delaware Sub and Merger Sub similar import set forth in therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for any such representation or warranty that is expressly made as of a specified date, including the date of this Agreement, in which case such representation or warranty shall be true and correct only as of such specified date), and (iii)ARTICLE IV (other than the representations and warranties set forth referred to in Section 4.1, Section 4.2 the foregoing clauses (i) and Section 4.3(ii)) shall be true and correct in all material respects (without giving effect to any limitation disregarding all qualifications or limitations as to “materiality” or ”, “Parent Material Adverse Effect” or words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent for any such representation or warranty that is expressly made as of an earlier a specified date, including the date of this Agreement, in which case such representation or warranty shall be true and correct only as of such specified date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect has not had and would not reasonably be expected to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)have, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect. (b) Each of Parent and Merger Sub shall have performed in all material respects its obligations, and agreements or covenants to be performed by it under this Agreement on or before the Closing. (ivc) Parent shall have delivered to the Company shall have received a certificate dated as of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated the Closing Date, certifying Date signed on behalf of Parent by a senior executive officer of Parent to the satisfaction of effect that the conditions set out forth in clauses (i), (iiSection 6.3(a) and (iiiSection 6.3(b) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment of, or the waiver at or prior by the Company, to the Closing Date of the conditions that (i) Parentextent permitted by applicable Law, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing DateEffective Time of, the following conditions: (iia) (xi) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 5.1, Section 5.2, Section 5.3, and Section 5.10(b) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in both at and as of the aggregate) date of this Agreement and at and as of the Closing Date, Date as if though made at and as of such time the Closing Date (except to the extent for representations and warranties that expressly made speak only as of an earlier datea specific date or time other than the Closing Date, in which case need only be true and correct as of such date) other date or time), except for de minimis inaccuracies with respect to the representations and warranties in Section 5.2 and Section 5.3, and (yii) the representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Article V other than those referenced in clause (i) of this Section 4.2 and Section 4.3 7.2(a) shall be true and correct in all respects (except, in each such case, for disregarding any inaccuracies that are de minimis in the aggregatequalifications with respect to materiality or “Parent Material Adverse Effect” contained therein) both at and as of the date of this Agreement and at and as of the Closing Date, Date as if though made at and as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the for representations and warranties that expressly speak only as of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (a specific date or time other than the representations and warranties set forth in Section 4.1Closing Date, Section 4.2 and Section 4.3) shall which need only be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such dateother date or time), except except, in the case of this clause (iii) ii), where the failure of such representations and warranties to be so true and correct (without giving effect has not had and would not reasonably be expected to any limitation as to “materiality” have, individually or “in the aggregate, a Parent Material Adverse Effect” set forth therein). (b) Parent shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Since the date of this Agreement, there shall not have occurred any event, change, effect, development, condition, state of facts or occurrence that, individually or in the aggregate, has not had, and had or would not be reasonably likely be expected to have or result in, a Parent Material Adverse Effect, . (d) Parent shall have executed and delivered the employment agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the form attached hereto as Exhibit D. (ive) Parent shall have delivered to the Company shall have received a certificate of each certificate, dated the Effective Time and signed by an executive officer of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidents, dated certifying to the Closing Date, certifying the satisfaction of effect that the conditions set out forth in clauses (iSections 7.2(a), (ii7.2(b) and (iii7.2(c) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (a) (i) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the representations and warranties of ParentIAC, Delaware Sub NewCo and Merger Sub set forth in Section 4.1 4.2(a) shall be true and correct in all respects (exceptexcept for only de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in each which case as of such casedate), for any inaccuracies that are de minimis (ii) the representations and warranties of IAC, NewCo and Merger Sub set forth in Section 4.2 (other than Section 4.2(a) which is addressed in the aggregatepreceding clause (i)), Section 4.3(a), Section 4.10(b) and Section 4.16 shall be true and correct in all material respects, both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (yiii) the other representations and warranties of ParentIAC, Delaware Sub NewCo and Merger Sub set forth in Section 4.2 and Section 4.3 Article IV shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date, Date as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time Date (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of with respect to this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality” and similar qualifiers contained in such representations and warranties) have not and would not, individually or “Parent in the aggregate, have a HomeAdvisor Material Adverse Effect” set forth therein); (b) IAC, NewCo and Merger Sub shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time; (c) Since the date of this Agreement, there shall not have been any event, change, effect, development or occurrence that, individually or in the aggregate, has not had, and had or would not reasonably be reasonably likely expected to have or result in, a Parent HomeAdvisor Material Adverse Effect; (d) IAC shall have delivered to the Company a certificate, dated the Closing Date and signed by IAC’s Chief Executive Officer or Chief Financial Officer, certifying to the effect that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) with respect to the representation, warranties and obligations of IAC have been satisfied; (ive) A certificate of NewCo and of Merger Sub, dated the Closing Date and signed by duly authorized officers thereof, shall have been delivered to the Company certifying to the effect that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) with respect to the representations, warranties and obligations of NewCo or Merger Sub, as applicable, have been satisfied; (f) The Company shall have received a certificate of each of Parentwritten opinion from Sidley Austin LLP, Delaware Sub in form and Merger Sub, executed on its behalf by its President or one of its Vice Presidentssubstance reasonably acceptable to the Company, dated as of the Closing Date, certifying and based on the satisfaction facts, representations, assumptions and exclusions set forth or referred to in such opinion, to the effect that either (A) the Merger (or, the Merger and a subsequent forward merger described in Section 5.13(d), taken together) will qualify as a “reorganization” within the meaning of Section 368(a) of the conditions set out Code or (B) the Merger, when combined with the Contribution and the IAC Share Issuance, will qualify as an exchange described in clauses Section 351(a) of the Code. Such counsel shall be entitled to rely upon representation letters from each of NewCo, Merger Sub and the Company (iand, in the case of the opinion described in clause (B), IAC) in form and substance satisfactory to such counsel; (iig) IAC shall deliver each duly executed Ancillary Agreement to the Company and each Ancillary Agreement shall be, or will automatically be at the Effective Time, in full force and effect; and (iiih) hereofthe Contribution and the IAC Share Issuance shall have been completed in accordance with the Contribution Agreement.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section (i) Article IV (other than in Sections 4.1 (first sentence only), 4.2(a) (first two sentences only), 4.2(c)(ii), 4.5, and each of the representations and warranties made in Article IV that are qualified by “Parent Material Adverse Effect”) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of any such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)would not, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, (ii) Sections 4.1 (first sentence only), 4.2(a) (first two sentences only), 4.2(c)(ii) and 4.5 shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, and (iviii) each of the representations and warranties made in Article IV that are qualified by “Parent Material Adverse Effect” shall be true and correct in all respects both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) (ii), and (iii), as applicable) only as of such date or period. (b) Parent and Merger Sub shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company shall have received a certificate of each of Parent, Delaware Sub and Merger Sub, executed on its behalf by its President or one of its Vice Presidentscertificate, dated the Closing DateDate and signed by a duly authorized executive officer of Parent, certifying to the satisfaction of effect that the conditions set out forth in clauses (i), (iiSection 6.2(a) and (iiiSection 6.2(b) hereofhave been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in (i) this Agreement (other than in Section 4.1 4.1(c), Section 4.1(d) and Section 4.7(b)) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Material Adverse Effect” set forth therein)Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect, (ii) Section 4.1(c) and (ivSection 4.1(d) shall be true and correct at and as of the Company shall have received a certificate date of each this Agreement and at and as of Parent, Delaware Sub the Closing Date as though made at and Merger Sub, executed on its behalf by its President or one as of its Vice Presidents, dated the Closing Date, certifying the satisfaction except for any de minimis inaccuracies, and (iii) Section 4.7(b) shall be true and correct both at and as of the conditions date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period need be true and correct (in the manner set out forth in clauses (i), (ii) and (iii), as applicable) hereofonly as of such date or period. (b) Each of Parent and Merger Sub shall have, in all material respects, performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver by the Company) at or prior to the Closing Date Effective Time of the conditions that following conditions: (ia) Parent, Delaware Sub and Merger Sub shall have performed, in all material respects, their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, (ii) (x) the The representations and warranties of Parent, Delaware Sub Parent and Merger Sub set forth in Section 4.1 (i) this Agreement (other than those representations and warranties set forth in clause 6.2(a)(ii) below) shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (y) the representations and warranties of Parent, Delaware Sub and Merger Sub set forth in Section 4.2 and Section 4.3 shall be true and correct in all respects (except, in each such case, for any inaccuracies that are de minimis in the aggregate) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except where such time (except to the extent expressly made as of an earlier date, in which case as of such date), (iii) the representations and warranties of each of Parent, Delaware Sub and Merger Sub set forth in this Agreement (other than the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.3) shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (iii) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as regard to “materiality,” or “Parent Material Adverse Effect” set forth therein)Effect on Parent and similar qualifiers contained in such representations and warranties) has not had, and would not reasonably be expected to have, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse EffectEffect on Parent, and (ivii) Section 4.1(a) (Qualification, Organization, Subsidiaries, etc.), Section 4.2(a) and Section 4.2(b) (Authorization) and Section 4.5 (Finders or Brokers) (A) that are qualified by “materiality” or Material Adverse Effect on Parent shall be true and correct in all respects both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (B) that are not qualified by “materiality” or Material Adverse Effect on Parent shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in the above clauses (i) and (ii), as applicable) only as of such date or period; (b) Parent and Merger Sub shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time; and (c) Each of Parent and M▇▇▇▇▇ Sub shall have delivered to the Company shall have received a certificate of each of Parentcertificate, Delaware Sub dated the Closing Date and Merger Sub, executed on its behalf signed by its President or one of its Vice Presidents, dated the Closing Dateanother senior officer, certifying to the satisfaction of effect that the conditions set out forth in clauses (i), (iiSection 6.2(a) and (iiiSection 6.2(b) hereofhave been satisfied.