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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... | 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 |
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) | 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 |
abridged | 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 |
abridged | contract_54 | Section 6.03 Conditions to Obligations of Enterprise. <omitted> ( a ) Representations and Warranties. The representations and warranties of First Choice and First Choice Bank set forth in this Agreement shall be true and correct <omitted> at and as of the Closing Date (Page 86) | 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 |
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 ... | 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 |
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) | 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 |
abridged | contract_59 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted> (iii) the other... | 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 |
abridged | contract_59 | Section 6.3 Conditions to the Obligations of Parent and Merger Sub. <omitted> (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (Page 61) | 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 |
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... | 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 |
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) | 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 |
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 (... | 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 |
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> ... | 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 |
abridged | contract_66 | Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the First Effective Time of the following conditions: <omit... | 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 |
abridged | contract_66 | Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. (iii) the other representations and warranties of the Company contained in Article III shall be true and correct <omitted> as of the First Effective Time with the same effect as though made on and as of the First Effective Time (Page 67) | 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 |
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:... | 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 |
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) | 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 |
abridged | contract_73 | Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub The obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub to effect the Mergers and otherwise consummate the Contemplated Transactions are subject to the satisfaction (... | 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 |
abridged | contract_73 | Section 6. Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub <omitted> (a) Each of the representations and warranties of the Company contained in this Agreement, other than the Specified Representations, shall have been accurate in all respects as of the date of ... | 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 |
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... | 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 |
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) | 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 |
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 ... | 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 |
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) | 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 |
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... | 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 |
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) | 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 |
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... | 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 |
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... | 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 |
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... | 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 |
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... | 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 |
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... | 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 |
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... | 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 |
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... | 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 |
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) | 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 |
abridged | contract_97 | Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: <omitted> (B) the other representations and warranties of the Company set forth in this Agreement (di... | 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 |
abridged | contract_97 | Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. <omitted> (B) the other representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of such date and time (Page 73) | 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 |
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... | 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 |
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) | 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 |
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 ... | 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 |
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 ... | 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 |
abridged | contract_110 | Section 7.3 Additional Parent Conditions to Closing. The obligation of Parent and Merger Sub to consummate the Merger is further conditioned upon satisfaction (or waiver by Parent) at or prior to the Closing of each of the following:
(a) Representations and Warranties. The representations and war... | 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 |
abridged | contract_110 | Section 7.3 Additional Parent Conditions to Closing. <omitted>
The representations and warranties of the Company contained in (i) this Agreement (other than those set forth in Section 4.1 (solely with respect to the Company), Section 4.2(a), Section 4.4, Section 4.8(a) and Section 4.22) are true and correc... | 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 |
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... | 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 |
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... | 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 |
abridged | contract_103 | SECTION 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. (i) The repre... | 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 |
abridged | contract_103 | SECTION 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct in all respects <omitted> as of the Effective Time as though made on and as of such date (Page 75) | 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 |
abridged | contract_105 | Section 9.02
Conditions to Obligations of Parent, US Holdco and Merger Sub.
The obligations of Parent, US Holdco and Merger Sub to effect the
Merger are also subject to the satisfaction or waiver (where
permissible pursuant to applicable Law) by Parent, US Holdco and
Merger Sub on or prior to the Effectiv... | 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 |
abridged | contract_105 | Section 9.02
Conditions to Obligations of Parent, US Holdco and Merger Sub. <omitted> (i) The representations and warranties of the Company <omitted> set forth in Article IV of this Agreement shall be true and correct in all respects <omitted> when made and on and as of the Closing Date (Page 101) | 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 |
abridged | contract_112 | 7.03 Conditions to Obligation of Peoples. The obligation of Peoples to consummate the Merger is also subject to the fulfillment or written waiver 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 f... | 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 |
abridged | contract_112 | 7.03 Conditions to Obligation of Peoples. <omitted> The representations and warranties of Premier Financial set forth in this Agreement shall be true and correct, subject to Section 5.01, as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (Page 65) | 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 |
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... | 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 |
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... | 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 |
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... | 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 |
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) | 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 |
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... | 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 |
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... | 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 |
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 ... | 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 |
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... | 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 |
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... | 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 |
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... | 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 |
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 ... | 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 |
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) | 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 |
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 ... | 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 |
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) | 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 |
abridged | 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> (iii) the other representations and warranties of the Company contained in this Agreement (... | 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 |
abridged | contract_138 | Section 9.02. Conditions to the Obligations of Parent and Merger Sub . <omitted> (iii) the other representations and warranties of the Company contained in this Agreement <omitted> shall be true in all respects at and as of the date of this Agreement and the Effective Time as if made at and as of such times (Page 31) | 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 |
abridged | contract_141 | Section 6.3 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment of the following conditions: (a) (i) the representations and warranties of the Company (other than Sections 3.2(a), 3... | 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 |
abridged | contract_141 | Section 6.3 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. <omitted> (a) (i) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article III that are qualified by a “Company Material Adverse Effect” s... | 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 |
abridged | 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 |
abridged | contract_144 | SECTION 7.02. Conditions to Obligations of Parent and Sub. <omitted> (ii) each of the other representations and warranties <omitted> of the Company in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date (Page 72) | 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 |
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... | 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 |
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) | 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 |
abridged | 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 |
abridged | contract_149 | Section 6.2 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. <omitted>
(a) the representations and warranties of the Company <omitted> (iii) contained in this Agreement (other than the Company Fundamental Representations), shall be true and correct <omitted> both as of the date of this Agreem... | 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 |
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... | 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 |
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... | 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 |
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) ... | 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 |
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... | 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_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... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | 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... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | contract_141 | Section 6.3 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment of the following conditions: (a) (i) the representations and warranties of the Company (other than Sections 3.2(a), 3... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | contract_91 | 3.1 Organization <omitted>
3.2 Corporate Power; Enforceability. <omitted>
3.3 Company Board Approval; Fairness Opinion; Anti-Takeover Laws. <omitted>
3.4 Requisite Stockholder Approval. <omitted>
3.7 Company Capitalization. <omitted>
3.12 Absence of Certain Changes. (a) No Company Material Adver... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | contract_26 | 3.1 Organization and Qualification. <omitted>
3.2 Authority; Approvals and Enforceability. <omitted>
3.3 Required Filings and Consents; Non-Contravention. <omitted>
3.5 Company Capitalization. <omitted>
3.10 Subsequent Changes. <omitted> (b) there has not occurred (i) any Company Material Adverse Effect ... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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 at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | contract_64 | Section 5.2 Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to consummate the Merger shall be further subject to the satisfaction at or prior to the Effective Time of each of the following conditions:
(a) Accuracy of Representations and Warranties.
<omitted>
(iv) all other prov... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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)... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | 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... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | contract_137 | Section 4.3 Authority. <omitted> This Agreement has been duly executed and delivered by TRMT, and assuming due authorization, execution and delivery by RMRM, constitutes a legally valid and binding obligation of TRMT, enforceable against TRMT in accordance with its terms, except as such enforceability may be limited by... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | 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... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | contract_33 | 4.3 Authority; No Violations; Consents and Approvals <omitted> This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by the Isla Parties, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with ... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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 at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | contract_40 | Section 3.1 Corporate Existence and Power. <omitted>
Section 3.2 Corporate Authorization. (a) <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceab... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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... | Accurate at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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 at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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 at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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 at another materiality standard (e.g., hybrid standard) | 0 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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 material respects | 1 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | 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... | Accurate in all material respects | 1 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | contract_69 | 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. (i) The representations ... | Accurate in all material respects | 1 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
main | contract_56 | 7.2 Conditions to Obligations of NYCB and Merger Sub. The obligation of NYCB and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by NYCB, at or prior to the Effective Time, of the following conditions:
(a) Representations and Warranties. <omitted> All other representations and warrantie... | Accurate in all material respects | 1 | Accuracy of Fundamental Target R&Ws: Bringdown Standard | <NONE> | Accuracy of Target R&W Closing Condition | 9 | Conditions to Closing |
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