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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) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_82 | Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: <omitted> (b) Accuracy of Representations and ... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_82 | Section 6.2 Additional Parent and Merger Subsidiary Conditions. <omitted> (iii) The representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct as of the Agreement Date and as of the Closing Date (Page 51) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_88 | Section 6.2 Conditions to 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 Parent) at or prior to the Closing of the following conditions:
(a) Representations and Warranties. (i) Each representation and warranty in A... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_88 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. <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 as of the Closing (Page 31) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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) A... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 an... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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) ea... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_96 | Section 6.2 Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent to th... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_96 | Section 6.2 Conditions to Obligations of Parent and Merger Sub.
<omitted>
(iv) the representations and warranties of the Company set forth in ARTICLE III <omitted> 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 63) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_108 | Section 6.2 Conditions to the Obligations of the Parent Parties to Effect the Mergers. The obligation of the Parent Parties to effect the Mergers 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) e... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_108 | Section 6.2 Conditions to the Obligations of the Parent Parties to Effect the Mergers. <omitted> (iii) each of the remaining representations and warranties of the Company Parties set forth in this Agreement shall be true and correct, in each case as of the date of this Agreement and as of the Closing Date as if made as... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_109 | 7.2 Conditions to 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. The representations and warranties of the ... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_109 | 7.2 Conditions to Obligations of Parent and Merger Sub.
<omitted>
The <omitted> other representations and warranties of Company set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date ... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 Adv... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 E... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 wit... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_114 | (b) Additional Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to the satisfaction (or waiver by Parent and Merger Sub) of the following conditions: <omitted> (ii) Other than the representations and warranties listed in clauses (i... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_114 | (b) Additional Conditions to Obligation of Parent and Merger Sub. <omitted> the representations and warranties of the Company set forth in Article 3 shall be true and correct <omitted> at and as of the Closing as if made at and as of such time (Page 11) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 repres... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 ... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 Dat... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 exclusive... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 condition... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 t... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_131 | 7.2 Conditions to Obligations of Huntington. The obligation of Huntington to effect the Merger is also subject to the satisfaction, or waiver by Huntington, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warranties.
<omitted>
All other representations and warranties of TCF set ... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_131 | 7.2 Conditions to Obligations of Huntington.
<omitted>
All other representations and warranties of TCF set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 74) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 f... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | 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 Clos... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | 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 ... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_134 | Conditions of the Offer <omitted> (iii) each of the other representations and warranties of the Company set forth in the Merger Agreement shall be true and correct in all respects as of the date of this Agreement and as of the consummation of the Offer, (Page 45) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | 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... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_147 | Section 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company set forth in: <omitted> Article IV of this Agreement <omitted> shall be true and correct as of the date of this Agreement and as of immediately prior to the Effective Time (Page 49) | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_145 | Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations. The respective obligations of Central and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Law, the waiver by Central and Merger Sub on or prior to the Effective Time of each of the followin... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_145 | Section 6.2 Additional Conditions to Central’s and Merger Sub’s Obligations. <omitted> (b) The representations and warranties of East contained <omitted> (iii) in this Agreement (other than the representations and warranties of East set forth in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2, S... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | 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: (a) ... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
abridged | contract_150 | 5.2 Additional Conditions Precedent to Parent’s Obligations. <omitted> (iii) 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 in all respects at and as of the Closing Date... | All/The R&Ws accurate at MAE standard | 0 | Accuracy of Target "General" R&W: Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 7 | Conditions to Closing |
main | contract_25 | SECTION 4.01. Organization, Standing and Power. <omitted>
SECTION 4.03. Capital Structure. <omitted>
SECTION 4.04. Authority; Execution and Delivery; Enforceability. (a) <omitted> The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at ... | Accurate in all material respects | 0 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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) ea... | Accurate in all material respects | 0 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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... | Accurate in all material respects | 0 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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:... | Accurate in all material respects | 0 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_118 | Section 6.1Conditions to Each Party’s Obligations to Effect the Mergers. <omitted> (a) Representations and Warranties. (i) Except for the representations and warranties referred to in clauses (ii) or (iii) below, each of the representations and warranties of the Company and the Partnership contained in this A... | Accurate in all material respects | 0 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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 ... | Accurate in all material respects | 0 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_54 | Section 6.03 Conditions to Obligations of Enterprise. The obligations of Enterprise to consummate the Merger are subject to the fulfillment, or written waiver by Enterprise, prior to the Closing Date of each of the following conditions: ( a ) Representations and Warranties. The representations and warranties of F... | Accurate in all material respects | 0 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 3.1 Organization. <omitted>
Section 3.3 Authorization; No Conflict.
(a) <omitted> The Company has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Parent and Merger Subsidiary, this Agreement constitutes a legal, valid and binding agreement of the Company e... | Accurate in all respects | 1 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_77 | Section 3.2 Capitalization. <omitted> (d) <omitted> KTYB owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the KTYB Subsidiaries, <omitted>
Section 3.3 Authority; No Violation. <omitted> The execution and delivery of this Agreement ... | Accurate in all respects | 1 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | SECTION 4.01. Organization, Standing and Power. <omitted>
SECTION 4.03. Capital Structure. <omitted>
SECTION 4.04. Authority; Execution and Delivery; Enforceability. (a) <omitted> The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at ... | Accurate in all respects | 1 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | 3.2 Capital Stock <omitted>
(b) <omitted> All of the
shares of capital stock or other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Company, free and clear of all Liens (other than Permitted Liens).
3.4 Authority. <omitted> (a) <omitted>
This Agreement has bee... | Accurate in all respects | 1 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 2.1 Due Organization; Subsidiaries. <omitted>
Section 2.2 Authority; Binding Nature of Agreement. <omitted> (b) The Lambda Board has unanimously (i) determined that this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement are in the best interests of, and are advisable t... | Accurate in all respects | 1 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 3.1 Representations and Warranties of Company. <omitted>
(a) Organization, Standing and Power. <omitted> (iv) All issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are (i) wholly owned, directly or indirectly, by ... | Accurate in all respects | 1 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
rare_answers | <RARE_ANSWERS> | Section 4.01. Corporate Existence and Power. <omitted>
Section 4.02. Corporate Authorization. <omitted> The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Co... | Accurate in all respects | 1 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_112 | 7.03 Conditions to Obligation of Peoples. The obligation of Peoples to consummate the Merger is also subject to the fulfillment or writtenwaiver by Peoples prior to the Effective Time of each of the following conditions:
(a) Representations and Warranties . The representations and warranties of Premier Financial set fo... | Accurate in all respects | 1 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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 ... | Accurate in all respects with below-threshold carveout | 2 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_151 | 3.3 Company Board Approval; Fairness Opinion; Anti-Takeover Laws.
<omitted>
(c) Anti-Takeover Laws.
<omitted>
There is no takeover-related provision in the Charter or the Bylaws, or any stockholder rights plan or similar agreement applicable to Parent, this Agreement or the Transactions that would prohibit or restrict ... | Accurate in all respects with below-threshold carveout | 2 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_114 | Section 2.2
Conditions to Closing.
<omitted>
(b) Additional Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to the satisfaction (or waiver by Parent and Merger Sub) of the following conditions: <omitted> (ii) Other than the re... | Accurate in all respects with below-threshold carveout | 2 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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 Ad... | Accurate in all respects with below-threshold carveout | 2 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_83 | Section 4.01. Corporate Existence and Power. <omitted>
Section 4.02. Corporate Authorization. <omitted> The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Co... | Accurate in all respects with below-threshold carveout | 2 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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 t... | Accurate in all respects with below-threshold carveout | 2 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_116 | Section 4.1 Organization, General Authority and Standing. <omitted>
Section 4.2 Capital Structure. <omitted>
Section 4.5 No Conflicts; Consents. <omitted> Section 4.8 Absence of Certain Changes or Events. (a) <omitted> Section 4.19 Brokers and Other Advisors. <omitted> Section 4.22 Takeover Laws. Secti... | Accurate in all respects with below-threshold carveout | 2 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | 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... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | 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 ... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | 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... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_119 | Section 4.01. Corporate Existence and Power. <omitted>
Section 4.02. Corporate Authorization. <omitted> This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganizat... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | 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... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_149 | Section 6.2 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent at or prior to the Closing of ... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_49 | 7.3 Conditions to the Obligations of the Parent and the Merger Sub. The obligation of the Parent and the Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by the Parent (on behalf of the Parent and the Merger Sub), on or prior to the Closing Date of the following conditions:
(a) <om... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_99 | 4.1 Organization and Qualification; Subsidiaries. <omitted>
4.2 Capitalization. <omitted>
4.3 Authority. <omitted> The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, f... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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 ... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_37 | Section 3.1 Qualification, Organization, Subsidiaries <omitted> (b) <omitted> All outstanding shares of capital stock or voting securities of, or other equity interests in, each of the Company Subsidiaries are (i) wholly owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiar... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_2 | Section 4.3 Authority; Binding Nature of Agreement. <omitted> The Company Board has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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 ... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_93 | Section 6.03 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the Merger are subject to the fulfillment or written waiver by Buyer prior to the Closing Date of each of the following conditions: (a) Representations and Warranties. The representations and warranties of Company set forth in (i... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_47 | 3.1 Representations and Warranties of the Company. <omitted> (a) Organization, Good Standing and Qualification. <omitted>
(b) Capital Structure. <omitted>
(c) Corporate Authority; Approval and Fairness. <omitted> This Agreement has been duly executed and delivered by the Company and, assumingthis Agreement constitu... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_132 | ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY
<omitted> the Company hereby represents and warrants to Parent, Holding and Merger Sub that, (x) in respect of the entirety of Article V (other than in respect of Section 5.1(a), Section 5.3, Section 5.20, Section 5.21 and Section 5.22), as of the Original Signin... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | 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 a... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_144 | SECTION 7.02. Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the following conditions:(a) Representations and Warranties. <omitted> (ii) each of the other representations and warranties (excluding those representations and warrant... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_20 | Section 4.3 Authority; No Violations; Approvals. (a) <omitted> This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent, Buyer and Parent Manager, constitutes a valid and legally binding obligation of the Company enforceable against the Com... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_130 | Section 3.03 Authority; Non-Contravention; Governmental Consents; Board Approval. (a) Authority. <omitted> The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company Board <omitted> . This Agreement ha... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_17 | 7.2
Conditions to Obligations of BancShares Parties.
The obligation of the BancShares Parties to effect the transactions contemplated by this Agreement is also subject to the satisfaction, or
waiver by the BancShares Parties, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warr... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_9 | Conditions to the Offer <omitted>
Notwithstanding any other term of the Offer or this Agreement to the contrary, 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-l(c) under... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
main | contract_70 | Section 4.01 Organization; Standing and Power; Charter Documents; Subsidiaries. <omitted>
Section 4.02 Capital Structure. <omitted>
Section 4.03 Authority; Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes. <omitted>
(a) <omitted> This Agreement has been duly executed and delivered by th... | Accurate in all respects with de minimis exception | 3 | Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer | <NONE> | Accuracy of Target R&W Closing Condition | 8 | Conditions to Closing |
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