Section 8.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted>  
(b)
 <omitted> 
(iv) the other representations and warranties of the Company contained in Article IV (disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had, individually or in the aggregate, a Company Material Adverse Effect; (Page 102)

Section 8.02 Conditions to the Obligations of Parent and Merger Sub. <omitted>  (iv) the other representations and warranties of the Company contained in Article IV <omitted> shall be true and correct <omitted> except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had, individually or in the aggregate, a Company Material Adverse Effect; (Page 102)

Section 8.02 Conditions to the Obligations of Parent and Merger Sub.  The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:

<omitted>

(b)

<omitted>

(ii) the representations and warranties of the Company contained in Section 4.05(a) (Capitalization) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except for any de minimis inaccuracies; (Page 102)

Section 8.02 Conditions to the Obligations of Parent and Merger Sub. 

<omitted>

(ii) the representations and warranties of the Company contained in Section 4.05(a) (Capitalization) shall be true and correct <omitted>  except for any de minimis inaccuracies; (Page 102)

Section 4.01
Corporate Existence and Power
.  
<omitted>
 
The Company has all requisite corporate power and authority required to own or lease all of its properties or assets and to carry on its
business as now conducted,
<omitted>

Section 4.02
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, legal and binding agreement of the Company 
enforceable against the
Company in accordance with its terms (subject to 
applicable bankruptcy, insolvency, reorganization, moratorium and 
similar laws affecting creditors’ rights and
remedies generally, and subject to general principles of equity, 
regardless of whether enforcement is sought in a proceeding at law or 
in equity (collectively, the
“
Bankruptcy and Equity Exceptions
”)).
(b)
At 
a meeting duly called and held, the Board of Directors of the Company 
adopted 
resolutions (i) determining that this Agreement and the
transactions contemplated hereby (including the Merger) are fair to and 
in the best interests of the Company and its stockholders, (ii) 
approving, adopting and
declaring advisable this 
Agreement and the transactions contemplated hereby (including 
the Merger), (iii) directing that the adoption of this Agreement be
submitted to a vote at a meeting of the Company’s stockholders, and (iv) 
recommending adoption of this Agreement by 
the Company’s stockholders (such
recommendation, the “
Company Board Recommendation
”).  
<omitted>

Section 8.02 Conditions to the Obligations of Parent and Merger Sub.  The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:

<omitted>

(b)          (i) the representations and warranties of the Company contained in the first and last sentences of Section 4.01 (Corporate Existence and Power), Section 4.02 (Corporate Authorization), Section 4.04(a) (Non-contravention), Section 4.26 (Opinion of Financial Advisor) and Section 4.27 (Finders’ Fees) shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date);
<omitted>
(iii) the representation and warranty set forth in Section 4.09(b) (Absence of Certain Changes) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (Page 102)

Section 4.01
Corporate Existence and Power
.  
<omitted>
 
The Company has all requisite corporate power and authority required to own or lease all of its properties or assets and to carry on its
business as now conducted,
<omitted>

Section 4.02
Corporate Authorization
.
(a)
<omitted>
This Agreement
<omitted>
constitutes a valid, legal and binding agreement of the Company 
enforceable against the
Company in accordance with its terms 
<omitted>
(b)
At 
a meeting duly called and held, the Board of Directors of the Company 
adopted 
resolutions <omitted> (ii) 
approving, adopting and
declaring advisable this 
Agreement and the transactions contemplated hereby (including 
the Merger), 
<omitted>

Section 8.02 Conditions to the Obligations of Parent and Merger Sub.  The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:

<omitted>

(b)          (i) the representations and warranties of the Company contained in the first and last sentences of Section 4.01 (Corporate Existence and Power), Section 4.02 (Corporate Authorization), Section 4.04(a) (Non-contravention), Section 4.26 (Opinion of Financial Advisor) and Section 4.27 (Finders’ Fees) shall be true and correct in all material respects

<omitted> (iii) the representation and warranty set forth in Section 4.09(b) (Absence of Certain Changes) shall be true and correct in all respects (Page 102)

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