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main | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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 repres... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_150 | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_138 | Section 9.02. 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 waiver of the following additional conditions: <omitted> (b) <omitted> (iii) the other representations and warranties of the Company contained in ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_22 | 8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: (a) Representations and Warranties. Each of the representati... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_128 | “Company Fundamental Representations” means the representations and warranties contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, clause (a) of Section 3.5, Section 3.7(d) and Section 3.25. <omitted>
Specified Company Fundamental Representations” means, collectively, the representations and... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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:
... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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 Su... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_4 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver by Parent, at or prior to Closing, of the following conditions:
<omitted>
(a) <omitted>
(iv) the r... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_106 | 4.01 Disclosure Schedules; Standards. <omitted> (b) Standards. No representation or warranty of a Party contained in Section 4.02 or 4.03 (other than the representations and warranties in (i) Sections 4.02(b) or 4.03(b), which shall be true and correct with respect to it (except for such failures to be true and correct... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_5 | Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. The obligations of Parent, Bidco and each Merger Sub to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted> (iv) the other ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_134 | Conditions of the Offer Notwithstanding any other term of the Offer or this Agreement and in addition to (and not in limitation of) Merger Subsidiary’s right to extend and amend the Offer pursuant to the provisions of the Agreement, Parent shall not be required to accept for payment or, subject to ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_46 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub 1 and Merger Sub 2. The obligations of Parent, Merger Sub 1 and Merger Sub 2 to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted> (c)... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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 rep... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_147 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger 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. The repr... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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 war... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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 a... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_72 | Section 4.02 Corporate Authorization. <omitted> This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement and assuming the accuracy of the representation set forth in Section 5.07(c), constitutes ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_102 | 3.2. Capitalization. <omitted>
3.8. Absence of Changes or Events. <omitted>
3.3. Authority; No Violation. <omitted> The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the OCSI Board. <omitted> This Agreement has been duly and validly executed ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | 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 (... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
main | contract_3 | SECTION 4.03 Authority Relative to This Agreement. <omitted> This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against th... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_4 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver by Parent, at or prior to Closing, of the following conditions:
<omitted>
(a) <omitted>
(iv) the r... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_4 | Section 7.02 Conditions to the Obligations of Parent and Merger Sub.
<omitted>
(a) <omitted>
(iv) the representations and warranties of the Company set forth in Article 4 of this Agreement <omitted> shall have been true and correct as of the date of this Agreement and shall be true and correct <omitted> on the Closi... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_5 | Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. The obligations of Parent, Bidco and each Merger Sub to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted> (iv) the other ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_5 | Section 9.02 Conditions to the Obligations of Parent, Bidco and each Merger Sub. <omitted> 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 99... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 a... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 a... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 B... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 D... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_15 | 8.2. Conditions to Obligations of WSFS. The obligation of WSFS to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following conditions, unless waived by WSFS pursuant to Section 10.6:
(a) Representations and Warranties . For purposes of this Section 8.2(a), the accurac... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_15 | 8.2. Conditions to Obligations of WSFS. <omitted>
(a) Representations and Warranties . <omitted> the accuracy of the representations and warranties of Bryn Mawr set forth in this Agreement shall be assessed <omitted> as of the date of this Agreement and as of the Effective Time with the same effect as though all suc... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_19 | Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. The obligations of Parent, US Holdco and Crystal Merger Sub to effect the Mergers are also subject to the satisfaction or waiver (in writing) by Parent on or prior to the Closing Date of each of the following ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_19 | Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub <omitted> Each of the representations and warranties of the Company set forth in (i) Article III <omitted> shall be true and correct <omitted> as of the date of this Agreement and as of the Closing Date (Page 35) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_22 | 8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: (a) Representations and Warranties. Each of the representati... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_22 | 8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. <omitted> Each of the representations and warranties set forth in: <omitted> (iii) Article V (other than those set forth in the foregoing clauses (i) and (ii) of this Section 8.2(a)) <omitted> shall be true and correct as of the date of this... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 repres... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 rep... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 exten... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 prio... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_41 | Section 6.02 Additional Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are also subject to the satisfaction (or to the extent permitted by applicable Law, waiver by Parent) at or prior to the Closing of each of the following additional conditions: (a) Repr... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_41 | Section 6.02 Additional Conditions to Obligations of Parent and Sub. <omitted> (i) Each of the representations and warranties of the Company contained in this Agreement <omitted> shall be true and correct as of the date hereof and as of the Closing as though made as of the Closing (Pages 33-34) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 warra... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 Closi... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) Re... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_46 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub 1 and Merger Sub 2. The obligations of Parent, Merger Sub 1 and Merger Sub 2 to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted> (c)... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_46 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub 1 and Merger Sub 2. <omitted> (iv) the other representations and warranties of the Company contained in this Agreement <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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_50 | 8.2 Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2. The obligations of Parent, MergerCo 1 and MergerCo 2 to effect the Mergers are further subject to the satisfaction (or written waiver, if permissible under applicable Law), by the Parent (on behalf of the Parent, MergerCo 1and Merge... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_50 | 8.2 Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2. <omitted> (iii) all other representations and warranties of the Paired Entities set forth in this Agreement shall be true and correct in all respects <omitted> as of the date hereof and as of the Closing Date, as though made on and a... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 shal... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 ... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 represe... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 S... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 cont... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 (... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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> ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 a... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_67 | 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 waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions:... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_67 | Section 8.02 Conditions to the Obligations of Parent and Merger Sub. <omitted>
Each of the representations and warranties made by the Company in this Agreement <omitted> shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made as and on the Closing Date (Page 35) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 t... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 o... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_80 | Section 6.2. Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, on or prior to the Closing, of the following conditions: (a) the representat... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_80 | Section 6.2. Conditions to the Obligations of Parent and Merger Sub. <omitted>
(a) the representations and warranties of the Company set forth in (i) Section 3.5(a)(ii) shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (Page 33) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 ... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_89 | SECTION 7.02. Additional 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 (to the extent permitted by Law) waiver at or prior to the Closing of each of the following conditions: (a) Representations and Warranties... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_89 | SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. <omitted> Each of the representations and warranties of the Company set forth in <omitted> (iii) Article III <omitted> shall be true and correct in all respects <omitted> as of the date of this Agreement and as of the Closing Date (Page 54) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 Pare... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 . <omit... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 corr... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 exclusiv... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 Closi... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) R... | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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) | At Closing Only | 0 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_106 | 6.03 Conditions to Obligation of Parent. The obligation of Parent to consummate the Merger is also subject to the fulfillment or written waiver by Parent prior to the Effective Time of each of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company set forth i... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
abridged | contract_106 | 6.03 Conditions to Obligation of Parent. <omitted> (i) The representations and warranties of the Company <omitted> shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (Page 67) | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | 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 Su... | At Signing & At Closing | 1 | Accuracy of Target "General" R&W: Bringdown Timing Answer | <NONE> | Accuracy of Target R&W Closing Condition | 6 | Conditions to Closing |
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