Common use of Conditions to Obligations of Acquiror and Sub Clause in Contracts

Conditions to Obligations of Acquiror and Sub. The obligations of Acquiror and Sub to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (except for (i) any such representations and warranties made as of specified date, which shall be true and correct in all respects as of such date) and (ii) the representations and warranties in Section 4.16, the accuracy of which shall be tested pursuant to Section 8.1(i) and therefore shall not be a condition to the obligations of Acquiror and Sub to effect the Merger), except to the extent that the aggregate effect of the inaccuracies in such representations and warranties as of the applicable times (each considered without any exclusions for lack of Material Adverse Effect set forth in the individual representation or warranty) does not constitute a Material Adverse Effect on the Company when compared to the state of facts which would exist if all such representations and warranties were true in all respects as of the applicable times. (b) Each of the agreements and covenants of the Company to be performed and complied with by the Company pursuant to this Agreement prior to the Effective Time shall have been duly performed and complied with except to the extent that the aggregate effect of any non-performance or noncompliance by the Company (each considered without any exclusions for lack of Material Adverse Effect set forth in the individual covenant or agreement) does not constitute a Material Adverse Effect on the Company when compared to the state of facts which would exist if all such agreements and covenants had been performed and complied with by the Company. (c) From the date of this Agreement through June 30, 1996, the Cash Flow (as defined in Section 7.3 of the Company Disclosure Memorandum) of the Company shall have been at least 90% of that projected in the forecast set forth in Section 7.3 of the Company Disclosure Memorandum (the "Forecast"), and from July 1, 1996 through September 30, 1996 (or through the end of the month preceding the month in which the Closing occurs if the Closing occurs after August 1, 1996, but earlier than September 30, 1996), the Cash Flow of the Company shall have been at least 75% of that projected in the Forecast. (d) The Company shall have delivered to Acquiror a certificate, dated as of the Closing Date and signed on its behalf by its chief executive officer and its chief financial officer, as to the satisfaction by it of the conditions set forth in subsections 7.3(a), 7.3(b) and 7.3(c).

Conditions to Obligations of Acquiror and Sub. The obligations of Acquiror and Sub to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (except for (i) any such representations and warranties made as of specified date, which shall be true and correct in all respects as of such date) and (ii) the representations and warranties in Section 4.160, the accuracy of which shall be tested pursuant to Section 8.1(i) 0 and therefore shall not be a condition to the obligations of Acquiror and Sub to effect the Merger), except to the extent that the aggregate effect of the inaccuracies in such representations and warranties as of the applicable times (each considered without any exclusions for lack of Material Adverse Effect set forth in the individual representation or warranty) does not constitute a Material Adverse Effect on the Company when compared to the state of facts which would exist if all such representations and warranties were true in all respects as of the applicable times. (b) Each of the agreements and covenants of the Company to be performed and complied with by the Company pursuant to this Agreement prior to the Effective Time shall have been duly performed and complied with except to the extent that the aggregate effect of any non-performance or noncompliance by the Company (each considered without any exclusions for lack of Material Adverse Effect set forth in the individual covenant or agreement) does not constitute a Material Adverse Effect on the Company when compared to the state of facts which would exist if all such agreements and covenants had been performed and complied with by the Company. (c) From the date of this Agreement through June 30, 1996, the Cash Flow (as defined in Section 7.3 of the Company Disclosure Memorandum) of the Company shall have been at least 90% of that projected in the forecast set forth in Section 7.3 of the Company Disclosure Memorandum (the "Forecast"), and from July 1, 1996 through September 30, 1996 (or through the end of the month preceding the month in which the Closing occurs if the Closing occurs after August 1, 1996, but earlier than September 30, 1996), the Cash Flow of the Company shall have been at least 75% of that projected in the Forecast. (d) The Company shall have delivered to Acquiror a certificate, dated as of the Closing Date and signed on its behalf by its chief executive officer and its chief financial officer, as to the satisfaction by it of the conditions set forth in subsections 7.3(a), 7.3(b) and 7.3(c).as