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

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions, which may be waived by Parent: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing, (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto (A) that are qualified by materiality or Material Adverse Effect shall be true at and as of the Closing and (B) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Closing and (iii) Parent shall have received a certificate signed by the President of the Company to the foregoing effect. (b) Parent shall have received all documents it may reasonably request relating to the existence of the Company and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to the Company. (c) Parent shall have received certification signed by each Member in accordance with Treasury Regulations Section 1.1445-2(b)(2) to the effect that the Member is not a “foreign person” as defined in Section 1445 of the Code. (d) Executive shall have executed and delivered to Parent the Employment Agreement.