Common use of Conditions to Obligations of Parent to Effect the Merger Clause in Contracts

Conditions to Obligations of Parent to Effect the Merger. The obligation of Parent to effect the Merger is further subject to the conditions that (a) the representations and warranties of the Company contained herein (which for purposes of this clause (a) shall be read as though none of them contained any Material Adverse Effect or materiality qualification) shall be true and correct in all respects as of the Closing Date with the same effect as though made as of the Closing Date (provided that any representations and warranties made as of a specified date shall be required only to continue on the Closing Date to be true and correct as of such specified date) except (i) for changes specifically permitted by the terms of this Agreement and (ii) where the failure of the representations and warranties to be true and correct in all respects would not in the aggregate have a Material Adverse Effect on the Company; (b) the Company 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 at or prior to the Closing Date; (c) each of the representations and warranties of the Company contained in Section 3.15(b) and (c) shall be true and correct as of the Closing Date in all respects with the same effect as though such representations and warranties had been made at the Closing Date; and (d) the Company shall have delivered to Parent a certificate, dated the Closing Date and signed by its Chief Executive Officer and President or a Vice President, certifying the satisfaction of the conditions set forth in the foregoing clauses (a) through (c).

Conditions to Obligations of Parent to Effect the Merger. The obligation of Parent to effect the Merger is further subject to the conditions that fulfillment at or prior to the Closing of the following additional conditions, any of which may be waived if waived in writing by Parent: (a) the The representations and warranties of the Company contained herein (which for purposes of this clause (a) shall be read as though none of them contained accurate in all respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or materiality qualificationwarranty) shall be true and correct in all respects as of the Closing Date with the same effect as though made as of the Closing Date (provided that any representations and warranties made as of a specified date shall be required only to continue on the Closing Date to be true and correct as of such specified date) except (i) for inaccuracies arising from changes specifically permitted or actions contemplated by this Agreement, (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date (subject to the qualification set forth in clause (iii) below) and (iiiii) where the any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not in the aggregate have constitute a Material Adverse Effect on the Company; ; (b) the The Company shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date; ; (c) each of During the representations and warranties of period from the Company contained in Section 3.15(b) and (c) shall be true and correct as of the Closing Date in all respects with the same effect as though such representations and warranties had been made at date hereof to the Closing Date, there shall not have been any Material Adverse Effect on the Company; and and (d) the The Company shall have delivered to Parent a certificate, dated the Closing Date and signed by its Chairman of the Board, Chief Executive Officer and President or a Senior Vice President, certifying the satisfaction of that the conditions set forth in the foregoing clauses (aof Sections 8.3(a), 8.3(b) through (c)and 8.3(c) have been satisfied.