Section 4.1          Organization, No MAE  <omitted>
Section 4.2          Company Subsidiaries. <omitted> All of the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by a Company Subsidiary or by the Company and a Company Subsidiary, free and clear of all material Liens, excluding Permitted Liens. <omitted> 
Section 4.3          Capital Structure.  <omitted>
Section 4.4         Authority; Execution and Delivery; Enforceability. <omitted> The Company  Board  has  validly  adopted  resolutions,  by  unanimous  vote  of  the members  of  the  Company  Board  present  at  a  meeting  duly  called  at  which  a quorum of directors of the Company was present, <omitted> (b)  approving  and  declaring  advisable this  Agreement  and  the  Transactions, including  the  Merger <omitted> 
The Company has  duly  executed  and  delivered this  Agreement,  and,  assuming  the  due  authorization,  execution and  delivery  by  Parent  and  Merger  Sub,  this  Agreement constitutes  its legal,  valid  and  binding  obligation,  enforceable  against  it  in accordance  with  its  terms  <omitted> 
Section 4.5           No Conflicts; Consents. <omitted> 
Section 4.18         Anti-Takeover Provisions.  <omitted>
Section 4.19       Brokers’ Fees and Expenses . <omitted>
Section 4.20        Opinion of Financial Advisor.  <omitted>

Section 7.5          Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The respective obligations of each of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:   

(a)          Accuracy of Representations and Warranties.   (i)       The representations and warranties of the Company contained in this Agreement (except for the representations and warranties contained in the first sentence of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5(c), Section 4.18, Section 4.19 and Section 4.20) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except:  (A) where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) has not had and would not reasonably be expected to have a Company Material Adverse Effect resulting from the Company having taken any action or omitted to take any action; or (B) where the failure of such representations and warranties to be true and correct arises out of, results from or relates to the Migration.   (ii)         The representations and warranties of the Company contained in Section 4.3 and Section 4.5(c) shall be true and correct as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except for any failures of such representations and warranties to be so true and correct that, individually or in the aggregate, are de minimis in nature and amount.   (iii) The representations and warranties of the Company contained in the first sentence of Section 4.1, Section 4.2, Section 4.4, Section 4.18, Section 4.19 and Section 4.20 shall be true and correct in all respects at and as of the Closing Date as if made at and as of such time. (Page 65)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws