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abridged | contract_9 | Conditions to the Offer <omitted>
(c) (i) other than the representations and warranties listed in Sections (c)(ii) and (c)(iii) in this Annex I, each of the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct <omitted> as of the Offer Acceptance Time as if made at and as of the Offer Acceptance Time (Page 41) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_12 | Conditions to the Offer Notwithstanding any other provision of the Agreement or the Offer and in addition to (and not in limitation of) Merger Sub’s right to extend and amend the Offer pursuant to the provisions of the Agreement, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c)under the Exchange Act, pay for any Shares validly tendered and not properly withdrawn pursuant to the Offer if any of the following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the Offer: <omitted> (d) Representations and Warranties. The representations and warranties of the Company <omitted> (iii) set forth in the Agreement, other than those Sections specifically identified in clause (i) or (ii) of this paragraph (d), shall not be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the Expiration Time with the same effect as though made as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (Page 98) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_12 | Conditions to the Offer <omitted> The representations and warranties of the Company <omitted> (iii) set forth in the Agreement, other than those Sections specifically identified in clause (i) or (ii) of this paragraph (d), shall not be true and correct <omitted> as of the Expiration Time with the same effect as though made as of the Expiration Time (Page 98) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_10 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing are subject to the satisfaction (or waiver in writing by Parent, to the extent permitted by applicable Law) prior to the Closing of each of the following conditions:
(a) Representations and Warranties. (i) Each representation and warranty in Article IV (except for the representations and warranties in Section 4.1(a), Section 4.1(b), Section 4.2(a), Section 4.2(b), Section 4.2(e), Section 4.3, Section 4.6(c)(ii), and Section 4.17) shall be true and correct in all respects (read, for purposes of this Section 7.2(a)(i) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality) as of the date hereof and as of the Closing as if made on the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been so true and correct as of such date), except for any failure of such representations and warranties to be so true and correct as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 83) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_10 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing are subject to the satisfaction (or waiver in writing by Parent, to the extent permitted by applicable Law) prior to the Closing of each of the following conditions:
(a) Representations and Warranties. (i) Each representation and warranty in Article IV (except for the representations and warranties in Section 4.1(a), Section 4.1(b), Section 4.2(a), Section 4.2(b), Section 4.2(e), Section 4.3, Section 4.6(c)(ii), and Section 4.17) shall be true and correct in all respects <omitted> as of the date hereof and as of the Closing as if made on the Closing (Page 83) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_13 | 7.2 Conditions to Obligation of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions:
(a) (A) each representation or warranty of the Company set forth in this Agreement, other than Sections 3.3, 3.4(a), 3.4(b), and 3.19, shall be true and correct (without giving effect to any qualification as to “materiality” or “Material Adverse Effect” set forth therein) as of the Closing Date as though made on or as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specified period of time, which need only be true and correct as of such date or with respect to such period), except, in each case, where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect that is continuing, (Pages 39-40) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_13 | 7.2 Conditions to Obligation of Parent and Merger Sub. <omitted>
each representation or warranty of the Company set forth in this Agreement <omitted> shall be true and correct <omitted> as of the Closing Date as though made on or as of such date (Pages 39-40) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_14 | 7.2 Conditions to Obligations of SVB Financial. The obligation of SVB Financial to effect the Merger is also subject to the satisfaction, or waiver by SVB Financial, at or prior to the Effective Time, of the following conditions: (a) Representations and Warranties. The representations and warranties of Boston Private set forth in Section 3.2(a) and Section 3.8(a) (in each case after giving effect to the lead in to Article III) shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis) in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the representations and warranties of Boston Private set forth in Sections 3.1(a), 3.1(b) (with respect to Boston Private Bank only), 3.2(c) (with respect to Boston Private Bank only) and 3.3(a) (in each case, after giving effect to the lead in to Article III) shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date. All other representations and warranties of Boston Private set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead in to Article III) shall be true and correct in all respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date; provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Boston Private or the Surviving Corporation. SVB Financial shall have received a certificate signed on behalf of Boston Private by the Chief Executive Officer and the Chief Financial Officer of Boston Private to the foregoing effect. (Page 77) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_14 | 7.2 Conditions to Obligations of SVB Financial. <omitted> All other representations and warranties of Boston Private set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and <omitted> as of the Closing Date as though made on and as of the Closing Date (Page 77) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_23 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:
<omitted>
(b)
<omitted>
(iv) the other representations and warranties of the Company contained in Article IV (disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had, individually or in the aggregate, a Company Material Adverse Effect; (Page 102) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_23 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub.
<omitted>
(iv) the other representations and warranties of the Company contained in Article IV <omitted> shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (Page 102) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_27 | Section 6.3 Conditions to Obligation of Parent to Effect the First Merger. The obligation of Parent to effect the First Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted>
(iii) the other representations and warranties of the Company set forth in Article III shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without regard to any qualifications or exceptions as to “materiality,” “Company Material Adverse Effect” and similar qualifiers contained in such representations and warranties) has not had or would not have, individually or in the aggregate, a Company Material Adverse Effect; (Page 92) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_27 | Section 6.3 Conditions to Obligation of Parent to Effect the First Merger. <omitted>
(iii) the other representations and warranties of the Company set forth in Article III shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (Page 92) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_28 | Conditions to the Offer
Notwithstanding any other term of the Offer or this Agreement to the contrary, Merger Sub will not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub’s
obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered
pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the
provisions of this Agreement) may terminate the Offer and not accept for payment any tendered Shares, at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1 of this Agreement) if <omitted> (ii) any of the additional conditions set forth below are not satisfied or waived in writing by Parent at the
Expiration Time:
<omitted> (d) Representations and Warranties. Each of the representations and warranties set forth in: <omitted> (iv) this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii) of this clause (d) of Annex I), without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, shall be true and correct as of the consummation of the Offer as though made as of the consummation of the Offer (Page 107) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_28 | Conditions to the Offer <omitted> Each of the representations and warranties set forth in: <omitted> (iv) this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii) of this clause (d) of Annex I), <omitted> shall be true and correct as of the consummation of the Offer as though made as of the consummation of the Offer (Page 107) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_31 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub.
The obligations of Parent and Merger Sub to consummate the Merger are
subject to the satisfaction at or prior to the Effective
Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in
part, to the extent
permitted by applicable Law:
(a) Representations and Warranties of the Company.
<omitted>
(iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_31 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub.
<omitted>
(a) Representations and Warranties of the Company.
<omitted>
(iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_32 | CONDITIONS TO THE OFFER
The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (g) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement in accordance with its terms; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (d) and (f) of this Annex I shall not be satisfied by the expiration time of the Offer on the Expiration Date; or (B) any of the additional conditions set forth below (other than the conditions set forth in clause (A)) shall not be satisfied or waived in writing by Parent: <omitted> (b) <omitted> (iv) the representations and warranties of the Company set forth in this Agreement (other than those set forth in Sections 3.3(a), 3.3(c), 3.4, 3.8, 3.23 and 3.24) that are not qualified by a “Material Adverse Effect” shall be true and correct at and as of the expiration time of the Offer on the Expiration Date as if made at and as of the expiration time of the Offer on the Expiration Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date), except where the failure of such representations and warranties to be true and correct would not have, individually or in the aggregate, a Material Adverse Effect (Page 80) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, No MAE, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_32 | CONDITIONS TO THE OFFER <omitted> (iv) the representations and warranties of the Company set forth in this Agreement (other than those set forth in Sections 3.3(a), 3.3(c), 3.4, 3.8, 3.23 and 3.24) <omitted> shall be true and correct at and as of the expiration time of the Offer on the Expiration Date as if made at and as of the expiration time of the Offer on the Expiration Date (Page 80) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, No MAE, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_34 | Section 7.2 Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to effect the Merger is further subject to the satisfaction, or waiver by the Parent Parties to the extent permitted by applicable Law, at or prior to the Effective Time of the following conditions:
(a) Representations and Warranties. The representations and warranties of the Company set forth in
(i) ARTICLE III (other than Section 3.2 (Authorization; Validity of Agreement; Company Action), Section 3.4(a) (Capitalization), Section 3.6(b) (Absence of Certain Changes), Section 3.19 (Opinion of Financial Advisor), Section 3.20 (Brokers or Finders) and Section 3.21 (State Takeover Statutes)) shall be true and correct in all respects (without giving effect to any materiality or “Company Material Adverse Effect” qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have or result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 65) | Authority, Approval, Enforceability, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_34 | Section 7.2 Conditions to Obligations of the Parent Parties. <omitted> The representations and warranties of the Company set forth in (i) ARTICLE III <omitted> shall be true and correct in all respects <omitted> both when made and at and as of the Closing Date, as if made at and as of such time (Page 65) | Authority, Approval, Enforceability, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_35 | Section 6.2 Conditions to Obligations of Parent and Merger Subs. The obligations of Parent and Merger Subs to consummate the Closing are subject to the satisfaction (or waiver by Parent) prior to the Closing of the following conditions: (a) Representations and Warranties. (i) Each representation and warranty in Article III (except for the representations and warranties in Section 3.1(a), Section 3.2(a), Section 3.2(b) (other than the third sentence thereof), the first sentence of Section 3.2(d), Section 3.2(e), Section 3.3, Section 3.6(b) and Section 3.20) shall be accurate in all respects (read, for purposes of this Section 6.2(a) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality) as of the date hereof and as of the Closing as if made anew as of the Closing (except to the extent any such representation or warranty expressly speaks as of any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date), except for any failure of such representations and warranties to be accurate as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 76) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_35 | Section 6.2 Conditions to Obligations of Parent and Merger Subs. <omitted> (i) Each representation and warranty in Article III <omitted> shall be accurate in all respects <omitted> as of the date hereof and as of the Closing as if made anew as of the Closing (Page 76) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_36 | Section 7.2 Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger. The obligations of Parent and AcquisitionSub to effect the Merger are, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (to the extent notprohibited by Law) waiver by Parent at or prior to the Effective Time of the following conditions: (a) each of the representations and warranties of the Company contained in this Agreement, without giving effect to any materiality or “Company Material Adverse Effect” or similar qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not, individually or in the aggregate, have a Company Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); (Page 67) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_36 | Section 7.2 Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger. <omitted> (a) each of the representations and warranties of the Company contained in this Agreement <omitted> shall be true and correct as of the Closing Date (Page 67) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_44 | 9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. The obligations of Bridge Bancorp under this Agreement shall be further subject to the satisfaction of the following conditions at or prior to the Closing Date: 9.2.1.Representations and Warranties. <omitted>
All other representations and warranties of DCB set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect on DCB set forth in such representations or warranties but, in each case, after giving effect to the lead in to Article IV) shall be true and correct in all respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date; provided, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on DCB. Bridge Bancorp shall have received a certificate signed on behalf of DCB by the Chief Executive Officer and the Chief Financial Officer of DCB to the foregoing effect. (Page 80) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_44 | 9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. <omitted> All other representations and warranties of DCB set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and <omitted> as of the Closing Date as though made on and as of the Closing Date (Page 80) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_45 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent): (a) Representations and Warranties. The representations and warranties of the Company <omitted> (iii) set forth in Article III (other than those described in the foregoing clauses (i) and (ii)) shall be true and correct in all respects (disregarding all materiality and “Company Material Adverse Effect” qualifiers contained therein, other than as such qualifiers are used in Section 3.10 (Absence of Certain Changes)) as of the date hereof and as of the Closing as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct has not had a Company Material Adverse Effect. (Page 86) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_45 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company <omitted> (iii) set forth in Article III (other than those described in the foregoing clauses (i) and (ii)) shall be true and correct in all respects <omitted> as of the date hereof and as of the Closing as if made on and as of the Closing (Page 86) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_48 | 8.2. Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted> (iii) each other representation and warranty of the Company set forth in Article V shall be true and correct as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct as of such particular date or period of time), except, in the case of this clause (iii), for any failure of any such representation and warranty to be so true and correct (disregarding all qualifications or limitations as to “material,” “Company Material Adverse Effect” and words of similar import set forth therein) that does not constitute a Company Material Adverse Effect. (Page 56) | Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_48 | 8.2. Conditions to Obligations of Parent, Merger Sub and Merger Sub II. <omitted> (iii) each other representation and warranty of the Company set forth in Article V shall be true and correct as of the Closing Date (Page 56) | Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_51 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. <omitted>
(iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement
and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 43-44) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_51 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> (a) Representations and Warranties of the Company. <omitted>
(iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement
and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Pages 43-44) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_53 | Conditions to Obligations of Parent and Merger Sub . The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or written waiver by Parent (to the extent permitted by applicable Law)) at or prior to the Effective Time of the following conditions: (d) Representations and Warranties. Each of the representations and warranties of the Company set forth in <omitted> (iv) the other representations and warranties of Article III shall be true and correct in all respects (without giving effect to any “materiality,” “Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) in each case as -65-
of the date hereof and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (Pages 74-75) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_53 | Conditions to Obligations of Parent and Merger Sub <omitted> (iv) the other representations and warranties of Article III shall be true and correct in all respects <omitted> as -65-
of the date hereof and as of the Effective Time as though made on and as of such date (Pages 74-75) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_55 | CONDITIONS TO THE OFFER The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement and Plan of Merger to which this Annex I is attached (the “Agreement”) unless specifically defined in this Annex I. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or this Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 2.1(c) of the Agreement) or amend the Offer as otherwise permitted by the Agreement, if: (A) the Minimum Condition shall not be satisfied as of one (1) minute following 11:59 p.m. Eastern Time on the Expiration Date of the Offer or (B) any of the additional conditions set forth in clauses (b) through (h) below shall not be satisfied or waived (to the extent permitted by the Agreement and applicable Law) in writing by Parent: <omitted> (iv) all of the other representations and warranties of the Company set forth in the Agreement (other than those referred to in clauses (b)(i), (b)(ii) or (b)(iii) above) shall have been accurate (disregarding for this purpose all “Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) in all respects at and as of the Offer Acceptance Time as if made on and as of such time (except representations and warranties that by their terms speak specifically as of another date or time, in which case as of such other date or time), except where any failure of any representation or warranty to be so accurate has not had, and would not reasonably be expected to have, a Material Adverse Effect; (Page 65) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_55 | CONDITIONS TO THE OFFER <omitted> (iv) all of the other representations and warranties of the Company set forth in the Agreement <omitted> at and as of the Offer Acceptance Time as if made on and as of such time (Page 65) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_58 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted> (iii) The other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (except to the extent that any such representation and warranty speaks as of a particular date, in which case as of such earlier date), except for inaccuracies of representations and warranties the circumstances giving rise to which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties shall be disregarded). (Page 66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_58 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub <omitted> (iii) The other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (Page 66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_59 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (except to the extent that any such representation and warranty speaks as of a particular date, in which case as of such earlier date), except for inaccuracies of representations and warranties the circumstances giving rise to which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties shall be disregarded). (Page 61) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_59 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (Page 61) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_60 | 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Closing of the following additional conditions: <omitted> (a) Representations and Warranties. <omitted> (iv) the other representations and warranties of the Company set forth in Section 5.1 shall be true and correct at the date hereof and the Closing (in each case except to the extent that any such representation and warranty speaks as of a particular date, in which case such representation and warranty shall be true and correct as of such earlier date); provided, that notwithstanding anything herein to the contrary, the condition set forth in this Section 7.2(a)(iv) shall be deemed to have been satisfied even if any representations and warranties of the Company are not so true and correct unless the failure of such representations and warranties of the Company to be so true and correct (read for purposes of this Section 7.2(a)(iv) without any materiality, Company Material Adverse Effect or similar qualification), individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect and (Page 77) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_60 | 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> the other representations and warranties of the Company set forth in Section 5.1 shall be true and correct at the date hereof and the Closing (Page 77) | Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, No MAE, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_63 | Conditions to the Offer
Notwithstanding
any other provision of the Agreement or the Offer and in addition to (and not in limitation of) Merger Sub’s
right to extend and amend
the Offer pursuant to the provisions of the Agreement, Merger Sub shall not be required to (and Parent shall
not be required to cause Merger Sub to) accept for
payment or, subject to any applicable rules and regulations of the SEC, including
Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and
not properly withdrawn pursuant to the Offer if any of the
following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the
Offer:
<omitted>
(f) Representations and Warranties. The representations and warranties of the Company
<omitted>
(iii) set forth in the Agreement, other than those Sections specifically identified in clause (i) or (ii) of this paragraph (f), shall not be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the Expiration Time with the same effect as though made as of the date of this Agreement and as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (Page 43) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_63 | Conditions to the Offer
<omitted> Merger Sub shall not be required to (and Parent shall
not be required to cause Merger Sub to) accept for
payment or, <omitted> pay for any Shares validly tendered and
not properly withdrawn pursuant to the Offer if any of the
following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the
Offer:
<omitted>
The representations and warranties of the Company
<omitted>
(iii) set forth in the Agreement <omitted> shall not be true and correct <omitted> as of the Expiration Time with the same effect as though made as of the date of this Agreement and as of the Expiration Time (Page 43) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_62 | CONDITIONS TO THE OFFER <omitted> Notwithstanding any other term of the Offer or this Agreement, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered Shares promptly after termination or withdrawal of the Offer)), to pay for any Shares validly tendered and not validly withdrawn prior to any then-scheduled Expiration Date in connection with the Offer if, immediately prior to the then-scheduled Expiration Date: <omitted> (c) any of the following conditions shall exist: <omitted> (ii) The representations and warranties of the Company <omitted> (III) set forth in this Agreement, other than those described in clauses (I) and (II) above, shall not be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Expiration Date as though made as of the Expiration Date, except, in the case of this clause (B), where the failure of such representations and warranties to be so true and correct would not have a Company Material Adverse Effect; provided in each case that representations and warranties made as of a specific date shall be required to be so true and correct (subject to such qualifications) as of such date only (Page 66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_62 | CONDITIONS TO THE OFFER <omitted> Purchaser shall not be required to <omitted> accept for payment or <omitted> to pay for any Shares validly tendered and not validly withdrawn prior to any then-scheduled Expiration Date in connection with the Offer if, immediately prior to the then-scheduled Expiration Date: <omitted> (c) <omitted> (ii) The representations and warranties of the Company <omitted> (III) set forth in this Agreement, other than those described in clauses (I) and (II) above, shall not be true and correct <omitted> as of the date of this Agreement and as of the Expiration Date as though made as of the Expiration Date (Page 66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_66 | Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the First Effective Time of the following conditions: <omitted> (iii) the other representations and warranties of the Company contained in Article III shall be true and correct, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, in each case as of the First Effective Time with the same effect as though made on and as of the First Effective Time (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except, in the case of this clause (iii), where the failure to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 67) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_66 | Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. (iii) the other representations and warranties of the Company contained in Article III shall be true and correct <omitted> as of the First Effective Time with the same effect as though made on and as of the First Effective Time (Page 67) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_68 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of 97
this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 102-103) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_68 | Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of 97
this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Pages 102-103) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_73 | Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub The obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub to effect the Mergers and otherwise consummate the Contemplated Transactions are subject to the satisfaction (or waiver by Marvell, on behalf of itself, HoldCo, Bermuda Merger Sub and Delaware Merger Sub), at or prior to the Closing, of each of the following conditions:6.1 Accuracy of Representations. (a) Each of the representations and warranties of the Company contained in this Agreement, other than the Specified Representations, shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (Page 90) | Authority, Approval, Enforceability, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_73 | Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub <omitted> (a) Each of the representations and warranties of the Company contained in this Agreement, other than the Specified Representations, shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (Page 90) | Authority, Approval, Enforceability, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_79 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:
(a) Representations and Warranties of the Company. <omitted>
(ii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time shall have been so true and correct only as of such date or period of time), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained in such representations and warranties as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 68) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_79 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted>
(ii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Page 68) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_87 | ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET The obligations of Nicolet to consummate the Contemplated Transactions and to take the other actions required to be taken by Nicolet at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Nicolet in whole or in part): Section 8.1 Accuracy of Representations and Warranties. For purposes of this Section 8.1, the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (or such other date(s) as specified, to the extent any representation or warranty speaks as of a specific date). The representations and warranties set forth in Section 3.3 and Section 3.5(a) shall be true and correct (except for inaccuracies which are de minimis in amount and effect). There shall not exist inaccuracies in the representations and warranties of the Company set forth in this Agreement (including the representations set forth in Section 3.3 and Section 3.5(a)) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a Material Adverse Effect; provided that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or to the “Knowledge” of any Person shall be deemed not to include such qualifications. (Page 48) | Authority, Approval, Enforceability | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_87 | ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET <omitted> the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (Page 48) | Authority, Approval, Enforceability | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_90 | 5.2 Additional Conditions Precedent to Parent’s Obligations. The obligation of Parent to cause the Merger to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions: (a) Accuracy of Representations. <omitted> (iv) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses “(i)” through “(iii)”) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time (Pages 65-66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_90 | 5.2 Additional Conditions Precedent to Parent’s Obligations. <omitted> (iv) the representations and warranties of the Company set forth in this Agreement <omitted> shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time (Pages 65-66) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_92 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by applicable Law, by Parent): <omitted> (iv) except for the representation and warranties described in the foregoing clauses (i) through (iii), contained in Article III shall be true and correct in all respects (disregarding all materiality and “Company Material Adverse Effect” qualifiers contained therein), in each case at and as of the Closing as if made at and as of the Closing (except any such representations and warranties that by their terms speak specifically as of another specified time, in which case as of such time), (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_92 | Section 8.2 Conditions to Obligations of Parent and Merger Sub. <omitted> except for the representation and warranties described in the foregoing clauses (i) through (iii), contained in Article III shall be true and correct in all respects (disregarding all materiality and “Company Material Adverse Effect” qualifiers contained therein), in each case at and as of the Closing as if made at and as of the Closing (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_85 | SECTION 7.2 Conditions to Parent’s and Merger Sub’s Obligation to Effect the Merger. The obligation of Parent and MergerSub to consummate the Merger is further subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:
(a) Representations and Warranties. <omitted> (ii) each of the other representations and warranties of the Company set forth in Article IV shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 61) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_85 | SECTION 7.2 Conditions to Parent’s and Merger Sub’s Obligation to Effect the Merger. <omitted>
(a) Representations and Warranties. <omitted> (ii) each of the other representations and warranties of the Company set forth in Article IV shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such date (Page 61) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_86 | Section 6.02 Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of each of the following additional conditions:
(a) Representations and Warranties . <omitted> (iv) any other representation and warranty of the Company contained in this Agreement, without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct in all respects as of the Effective Time as though made as of the Effective Time (except to the extent expressly made as of a specific date or expressly covering a specified period, in which case as of such specific date or such specified period), other than failures to be true and correct that, individually or in the aggregate, would not have a Company Material Adverse Effect. (Page 24) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_86 | Section 6.02 Conditions to Obligations of Parent and Sub. <omitted>
(a) Representations and Warranties . <omitted> (iv) any other representation and warranty of the Company contained in this Agreement <omitted> shall be true and correct in all respects as of the Effective Time as though made as of the Effective Time (Page 24) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_95 | 7.2
Conditions to Obligations of the Tyler Entities
.
The obligations of the Tyler Entities to consummate the Merger shall
further be subject to the
satisfaction on or prior to the
Closing Date of each of the following conditions, any and all of
which may be waived in writing in whole or in part by Tyler, to the
extent permitted by applicable Law:
(a) Representations and Warranties.
<omitted>
(iii) the other representations and warranties of NIC set forth in ARTICLE IV that are not listed in the immediately preceding subsections (i) and (ii) (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except, with respect to this subsection (iii), where any failures of any such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. (Page 47) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_95 | 7.2
Conditions to Obligations of the Tyler Entities.
<omitted>
(iii) the other representations and warranties of NIC set forth in ARTICLE IV that are not listed in the immediately preceding subsections (i) and (ii) <omitted> shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (Page 47) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_100 | 7.2. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent:
(a) Representations and Warranties. (i) Other than the representations and warranties listed in Section 7.2(a)(ii), Section 7.2(a)(iii) and Section 7.2(a)(iv), the representations and warranties of the Company set forth in this Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 85) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_100 | 7.2. Conditions to the Obligations of Parent and Merger Sub. <omitted>
Other than the representations and warranties listed in Section 7.2(a)(ii), Section 7.2(a)(iii) and Section 7.2(a)(iv), the representations and warranties of the Company set forth in this Agreement will be true and correct <omitted> as of the Closing Date as if made at and as of the Closing Date (Page 85) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Takeover Statutes, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_101 | Section 6.2. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction (or waiver in writing by Parent, if permissible under applicable Law) at or prior to the Effective Time of each of the following conditions:(a) Representations and Warranties. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date) interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the term “Company Material Adverse Effect,” except where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Material Adverse Effect. (Page 68) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_101 | Section 6.2. Conditions to Obligations of Parent and Merger Sub. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the Closing Date as if made at such date (Page 68) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_107 | Offer Conditions Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, in addition to Merger Sub’s right or obligations to extend, or right to amend or terminate, the Offer in accordance with the provisions of this Agreement, neither Parent nor Merger Sub shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Tendered Shares, if as of immediately prior to one minute after 11:59 p.m., New York City time, on the Expiration Date (as it may have been extended pursuant to Section 2.1(e)) any of the conditions set forth below shall not be satisfied or waived in writing by Parent and Merger Sub (to the extent waivable by Parent and Merger Sub): <omitted> (c) none of the following events, conditions, circumstances, state of facts or developments shall exist or have occurred and be continuing: <omitted> (4) any representations and warranties of the Company set forth in this Agreement (other than those listed in the preceding clause (c)(iv)(1), clause (c)(iv)(2), or clause (c)(iv)(3)) shall not be true and correct (without giving effect to any limitation on any representation or warranty indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) as of the date of this Agreement and as of the Expiration Date as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (c)(iv)(4), where the failure of any such representations and warranties to be so true and correct would not, and would not be reasonably expected to, have, individually or in the aggregate, a Company Material Adverse Effect; (Page 94) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_107 | Offer Conditions <omitted> (4) any representations and warranties of the Company set forth in this Agreement <omitted> shall not be true and correct <omitted> as of the date of this Agreement and as of the Expiration Date as though made on and as of such date (Page 94) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_110 | Section 7.3 Additional Parent Conditions to Closing. The obligation of Parent and Merger Sub to consummate the Merger is further conditioned upon satisfaction (or waiver by Parent) at or prior to the Closing of each of the following:
(a) Representations and Warranties. The representations and warranties of the Company contained in (i) this Agreement (other than those set forth in Section 4.1 (solely with respect to the Company), Section 4.2(a), Section 4.4, Section 4.8(a) and Section 4.22) are true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) (Page 84) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_110 | Section 7.3 Additional Parent Conditions to Closing. <omitted>
The representations and warranties of the Company contained in (i) this Agreement (other than those set forth in Section 4.1 (solely with respect to the Company), Section 4.2(a), Section 4.4, Section 4.8(a) and Section 4.22) are true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (Page 84) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_111 | CONDITIONS TO THE OFFER
<omitted>
(c) (i) other than the representations and warranties listed in clauses (d)(ii) and (d)(iii) in this ANNEX I, the representations and warranties of the Company Parties set forth in the Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the Expiration Time as if made at and as of the Expiration Time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not have a Company Material Adverse Effect; (Page 104) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_111 | CONDITIONS TO THE OFFER
<omitted>
(c) (i) other than the representations and warranties listed in clauses (d)(ii) and (d)(iii) in this ANNEX I, the representations and warranties of the Company Parties set forth in the Agreement will be true and correct <omitted> as of the Expiration Time as if made at and as of the Expiration Time (Page 104) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_103 | SECTION 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company set forth in this Agreement (other than (x) the representations and warranties of the Company with respect to the Company and its subsidiaries (but not its Joint Ventures) set forth in Section 3.1(a) (Organization and Qualification; Subsidiaries) with respect to the Company, Section 3.3 (Capitalization), Section 3.4 (Authority), Section 3.5(a)(i) (No Conflict with Organizational Documents), and clause (iii) of the first sentence and the last sentence of Section 3.1(b) (Ownership of Subsidiaries) and (y) the representations and warranties of the Company set forth in Section 3.9(a)(ii) (No Material Adverse Effect)), shall be true and correct in all respects (without giving effect to any “materiality,” “Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, in the aggregate, do not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (Page 75) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_103 | SECTION 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct in all respects <omitted> as of the Effective Time as though made on and as of such date (Page 75) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_104 | SECTION 7.02.
Conditions to Obligations of Parent and Merger Sub.
The obligations of Parent and Merger Sub to effect the
Merger are further subject to the satisfaction (or waiver by
Parent and Merger Sub) on or prior to the Closing Date of the following conditions:
<omitted>
(a) Representations and Warranties of the Company.
The representations and warranties of the Company
<omitted>
(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct (for purposes of determining the satisfaction of this condition, without regard to any “materiality”, “Company Material Adverse Effect” or similar qualifications and exceptions contained therein) as of the Closing Date as though made at and as of such date (except to the extent such representation and warranty expressly relates to a specified date (in which case at and as of such specified date)), other than for such failures to be true and correct that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 77) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_104 | SECTION 7.02.
Conditions to Obligations of Parent and Merger Sub.
<omitted>
The representations and warranties of the Company
<omitted>
(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct <omitted> as of the Closing Date as though made at and as of such date (Page 77) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_105 | Section 9.02
Conditions to Obligations of Parent, US Holdco and Merger Sub.
The obligations of Parent, US Holdco and Merger Sub to effect the
Merger are also subject to the satisfaction or waiver (where
permissible pursuant to applicable Law) by Parent, US Holdco and
Merger Sub on or prior to the Effective Time of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company (other than in the first sentence of Section 4.01(a) (solely with respect to the Company), the first sentence of Section 4.01(b) (solely with respect to the Company), Section 4.02(a) (other than the last sentence), Section 4.02(b)(i), Section 4.02(b)(ii), Section 4.03(a), Section 4.03(b)(i) (solely with respect to the Company), Section 4.03(d), Section 4.05(a) and Section 4.10) set forth in Article IV of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) when made and on and as of the Closing Date, as if made on and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 101) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_105 | Section 9.02
Conditions to Obligations of Parent, US Holdco and Merger Sub. <omitted> (i) The representations and warranties of the Company <omitted> set forth in Article IV of this Agreement shall be true and correct in all respects <omitted> when made and on and as of the Closing Date (Page 101) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_113 | CONDITIONS TO THE OFFER
<omitted>
2. Additionally, Purchaser is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer if, immediately prior to the then applicable Expiration Date, any of the following conditions exist:
<omitted>
(b) <omitted> (ii) the representations and warranties of the Company contained in the Agreement (other than the representations and warranties set forth in Section 4.1 (Organization and Corporate Power), Section 4.2 (Authorization; Valid and Binding Agreement), Section 4.3 (Capital Stock), Section 4.20 (Brokerage), Section 4.23 (Opinion) and Section 4.24 (No Vote Required)) and that (x) are not made as of a specific date are not true and correct as of the Expiration Date, as though made on and as of the Expiration Date and (y) are made as of a specific date are not true as of such date, in each case, except, in the case of (x) or (y), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect”) has not had a Company Material Adverse Effect (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_113 | CONDITIONS TO THE OFFER
<omitted>
2. Additionally, Purchaser is not required to accept for payment or <omitted> to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer if, immediately prior to the then applicable Expiration Date, any of the following conditions exist:
<omitted>
(b) <omitted> (ii) the representations and warranties of the Company contained in the Agreement <omitted> and that (x) are not made as of a specific date are not true and correct as of the Expiration Date, as though made on and as of the Expiration Date (Page 81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_115 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger on the Closing Date are subject to the satisfaction (or waiver by Parent and Merger Sub) as of the Closing Date of the following conditions: (a) Representations and Warranties. The representations and warranties of the Company <omitted> (ii) set forth in Article IV (other than the Company Fundamental Representations) shall be true and correct both as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent expressly made as of a specific date, in which case as of such specific date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect; (Page 55) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_115 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. <omitted> (a) Representations and Warranties. The representations and warranties of the Company <omitted> (ii) set forth in Article IV (other than the Company Fundamental Representations) shall be true and correct both as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (Page 55) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_117 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or -76-
period of time shall have been true and correct only as of such date or period of time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 80-81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_117 | 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Pages 80-81) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_120 | 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) Representations and Warranties. (i) Other than the representations and warranties listed in clauses (ii), (iii) and (iv) in this Section 7.2(a), the representations and warranties of the Company set forth in Article III will be true and correct (without giving effect to any materiality, Company Material Adverse Effect or similar qualifications set forth therein) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date) (Page 94) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_120 | 7.2 Conditions to the Obligations of Parent and Merger Sub. <omitted> the representations and warranties of the Company set forth in Article III will be true and correct <omitted> as of the Closing Date as if made at and as of the Closing Date (Page 94) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_122 | 5.2 Additional Conditions Precedent to Parent
’
s Obligations
.
The obligation of Parent to cause the Merger to be effected and
otherwise cause the
transactions contemplated by this Agreement to be consummated are
subject to the satisfaction or waiver by Parent, as of
the Closing, of
each of the following conditions: <omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and 66
warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in a Company Material Adverse Effect; (Pages 70-71) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_122 | 5.2 Additional Conditions Precedent to Parent’s Obligations.
<omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (Pages 70-71) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_126 | Section 7.2. Conditions to Obligations of Parent. The obligations of Parent, Merger Sub I and Merger Sub II to consummate the Mergers shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, Merger Sub I and Merger Sub II, as the case may be, to the extent permitted by applicable Law: <omitted> (D) the other representations and warranties of the Company set forth in this Agreement (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except, with respect to this clause (D), where any failures of any such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 82) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_126 | Section 7.2. Conditions to Obligations of Parent. <omitted> (D) the other representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (Page 82) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_133 | Section 7.2. Conditions to the Purchaser Parties’ Obligations to Effect the Merger. The obligations of the Purchaser Parties to effect the Merger are subject to the satisfaction (or waiver by the Purchaser Parties) of the following conditions:
<omitted>
(ii) all other representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date hereof and shall be true and correct (without giving effect to any limitation as to “materiality” or Company Material Adverse Effect) as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct as of such date or with respect to such period), except, in the case of this clause (iii), where the failure of such representations and warranties of the Company to be so true and correct (without giving effect to any limitation as to “materiality” or Company Material Adverse Effect set forth therein), does not have, and would not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect; (Page 69) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_133 | Section 7.2. Conditions to the Purchaser Parties’ Obligations to Effect the Merger.
<omitted>
(ii) all other representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date hereof and shall be true and correct <omitted> as of the Closing Date as though made on the Closing Date (Page 69) | Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Opinion of Financial Advisor | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_141 | Section 6.3 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment of the following conditions: (a) (i) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article III that are qualified by a “Company Material Adverse Effect” shall be true and correct as so qualified at and as of the Closing Date as if made at and as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date), (ii) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article III that are not qualified by a “Company Material Adverse Effect” (without giving any effect to materiality or similar qualifiers contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect, (Page 64) | Capitalization-Other | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_141 | Section 6.3 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. <omitted> (a) (i) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article III that are qualified by a “Company Material Adverse Effect” shall be true and correct as so qualified at and as of the Closing Date as if made at and as of such time <omitted> (ii) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article III that are not qualified by a “Company Material Adverse Effect” <omitted> shall be true and correct at and as of the Closing Date as if made at and as of such time (Page 64) | Capitalization-Other | 0 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
abridged | contract_140 | Section 6.3 Conditions to Obligations of Realty Income. The obligation of Realty Income to effect the Merger is subject to the satisfaction of the following conditions unless waived by Realty Income in writing: (a) Representations and Warranties . <omitted>
(iii) the other representations and warranties of VEREIT set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or VEREIT Material Adverse Effect) has not had, and would not reasonably be expected to have, individually or in the aggregate, a VEREIT Material Adverse Effect. (Page 39) | Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, Other | 1 | Accuracy of Fundamental Target R&Ws-Types of R&Ws | Approval | Accuracy of Target R&W Closing Condition | 10-0 | Conditions to Closing |
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