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

Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to such effect; (b) the Company shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to that effect;

Conditions to the Obligations of Parent. The obligations of Parent to consummate the Mergerconsummate, or cause to permit be consummated, the consummation of the Merger, Mergers are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further additional conditions, any one or more of which may be waived in writing by Parent: (a) (i) Each of the Company Fundamental Representations shall be true and correct in all material respects as of the Closing Date (except that such representations and warranties that are made as of a specific date need only be true and correct in all material respects as of such specified date), and (ii) each of the representations and warranties of the Company set forth in Article IV hereof other than the Company Fundamental Representations, disregarding all qualifications contained in this Agreement that is qualified by herein relating to materiality or Material Adverse Effect, shall be true, complete true and correct on and as of the Effective Time as if made at and as of the Effective Time Closing Date (other than except that such representations and warranties which address matters only that are made as of a certain specific date which shall need only be true, complete true and correct as of such certain date) and each ), except where the failure of the any such representations and warranties that is not to be so qualified shall be true, complete true and correct would not, individually or in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of aggregate, have a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to such effect;Material Adverse Effect. (b) Each of the covenants of the Company shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time and Parent Closing shall have received been performed in all material respects. (c) Since the date of this Agreement, no event, change, fact, condition, circumstance or occurrence shall have occurred or arisen that has had a certificate of Material Adverse Effect. (d) The Company and Sellers shall be prepared to deliver or cause to be delivered the Chairman or President and Chief Financial Officer of items referred to in Section 2.9(b) to the Company to that effect;recipients thereof.