CLOSING CONDITIONS OF BUYER AND MERGERCO. 46 7.1 Representations and Warranties of the Company and Parent 46 7.2 Performance of Obligations of the Company and Parent 46 7.3 No Injunctions, Orders or Restraints; Illegality 46 7.4 No Material Adverse Effect 47 7.5 Escrow Agreement 47 7.6 Ancillary Agreements 47 7.7 Opinions of Counsel 47 7.8 Delivery of Closing Documents 47 7.9 Debt Financing 48 7.10 Fairness Opinion 48 7.11 Consents and Waivers 48 7.12 Encumbrances 48 7.13 Employment Agreements 48 ARTICLE VIII CLOSING CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND PARENT 48 8.1 Representations and Warranties of Buyer and MergerCo 48 8.2 Performance of Obligations of Buyer and MergerCo 49 8.3 Financing 49 8.4 No Injunctions, Orders or Restraints; Illegality 49 8.5 Escrow Agreement 49 8.6 Transition Services Agreement 49 8.7 Closing Deliveries 49 ARTICLE IX SURVIVAL; INDEMNIFICATION 50 9.1 Survival of Representations, Warranties and Covenants; Assignability of Rights 50 9.2 Transaction Related Indemnification 50 9.3 Limitations on Liability 52
CLOSING CONDITIONS OF BUYER AND MERGERCO. The obligation of Buyer and MergerCo to consummate the Closing shall be subject to the fulfillment to the satisfaction or the waiver by Buyer and MergerCo on or at the Closing of the following conditions.
