Common use of Conditions to the Obligations of the Company and Merger Sub Clause in Contracts

Conditions to the Obligations of the Company and Merger Sub. The obligations of the Company and Merger Sub to consummate the Merger are subject to the satisfaction or waiver in writing of the following additional conditions: (a) Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) (i) the representation and warranty of Parent contained in Section 5.09 shall be true in all respects at and as of the Effective Time as if made at and as of such time, (ii) the representations and warranties of Parent contained in Section 5.04(a) and Section 5.20 shall be true (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time; provided that for purposes of this parenthetical, clauses (a) and (c) of the first paragraph of Article 5 shall be disregarded), and (iii) the other representations and warranties of Parent contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true in all respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time; provided that for purposes of this parenthetical, clauses (a) and (c) of the first paragraph of Article 5 shall be disregarded), with only such exceptions in the case of this clause (iii) as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (c) since the Original Agreement Date, there shall not have occurred a Parent Material Adverse Effect; and (d) the Company shall have received a certificate signed by an executive officer of the Parent to the effect that the conditions set forth in the preceding clauses (a) and (b) have been satisfied.

Conditions to the Obligations of the Company and Merger Sub. The obligations of the Company and Merger Sub to consummate the Merger are subject to the satisfaction or waiver in writing of the following additional conditions: (a) Parent and Asset Management shall have performed in all material respects all of its their respective obligations hereunder required to be performed by it them at or prior to the Effective Time; (b) (i) the representation and warranty of Parent and Asset Management contained in Section ‎Section 5.09 shall be true in all respects at and as of the Effective Time as if made at and as of such time, (ii) the representations and warranties of Parent and Asset Management contained in Section ‎‎Section 5.04(a) and Section ‎Section 5.20 shall be true (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time; provided that for purposes of this parenthetical, clauses (a) and (c) of the first paragraph of Article 5 shall be disregarded), and (iii) the other representations and warranties of Parent and Asset Management contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true in all respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time; provided that for purposes of this parenthetical, clauses (a) and (c) of the first paragraph of Article 5 shall be disregarded), with only such exceptions in the case of this clause (iii) as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (c) since Since the Original Agreement Datedate of this Agreement, there shall not have occurred a Parent Material Adverse Effect; and (d) the The Company shall have received a certificate signed by an executive officer of the Parent to the effect that the conditions set forth in the preceding clauses (a‎(a) and (b‎‎(b) have been satisfied.