Common use of CONDITIONS TO THE OBLIGATION Clause in Contracts

CONDITIONS TO THE OBLIGATION. of the Company to Effect the --------------------------------------------------------- Merger. The obligation of the Company to effect the Merger are subject to the ------ satisfaction or waiver, where legally permissible, prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Sub set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of immediately before the Effective Time, except as otherwise contemplated by this Agreement, and Parent and Sub shall have performed all obligations required to be performed by them at or prior to the Effective Time, except to the extent the failure of such representations and warranties to be true and correct as of immediately before the Effective Time or the failure to perform obligations hereunder would not, individually or in the aggregate, have a Company Material Adverse Effect; (b) The Company shall have received a certificate signed on behalf of Parent and Sub by their respective chief executive officers and the chief financial officers to the effect of clause (a) above.

CONDITIONS TO THE OBLIGATION. of the Company to Effect the --------------------------------------------------------- ------------------------------------------------------------ Merger. The obligation of the Company to effect the Merger are subject to the ------ satisfaction or waiver, where legally permissible, prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Sub set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of immediately before the Effective Time, except as otherwise contemplated by this Agreement, and Parent and Sub shall have performed all obligations required to be performed by them at or prior to the Effective Time, except to the extent the failure of such representations and warranties to be true and correct as of immediately before the Effective Time or the failure to perform obligations hereunder would not, individually or in the aggregate, have a Company Material Adverse Effect; (b) The Company shall have received a certificate signed on behalf of Parent and Sub by their respective chief executive officers and the chief financial officers to the effect of clause (a) above.