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, to the
extent permitted by applicable Law:
(a)          Representations and Warranties.
<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) (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except, with respect to this subsection (iii), where any failures of any such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. (Page 47)

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 <omitted> except, with respect to this subsection (iii), where any failures of any such representations and warranties to be true and correct <omitted> have not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. (Page 47)

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, to the
extent permitted by applicable Law:
(a)          Representations and Warranties.
<omitted>
(i)          The representations and warranties of NIC set forth in the first sentence of Section 4.1(a) (Due Organization and Qualification), Section 4.2 (Power and Authority; Authorization), Section 4.4 (Capitalization), Section 4.22 (Brokers), Section 4.23 (Takeover Statutes ) and Section 4.26 (Opinion of Financial Advisor) (A) that are qualified by materiality or NIC Material Adverse Effect shall be true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date) and (B) that are not qualified by materiality or NIC Material Adverse Effect shall be true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date); (Page 47)

7.2          
Conditions to Obligations of the Tyler Entities.  

<omitted>
(i)          The representations and warranties of NIC set forth in <omitted> Section 4.4 (Capitalization), <omitted> shall be true and correct in all material respects (Page 47)

4.2          Power and Authority; Authorization. <omitted> the consummation by NIC of the Transactions have been duly and validly authorized by the NIC Board of Directors and no other corporate proceedings <omitted> This Agreement has been duly and validly executed and delivered by NIC and, assuming the due authorization, execution, and delivery of this Agreement by the Tyler Entities, constitutes the valid and binding agreement of NIC, enforceable against NIC in accordance with its terms 

<omitted>
On or prior to the date hereof, the NIC Board of Directors has unanimously <omitted> (ii) approved the 
execution and delivery by NIC of this Agreement, the
performance by NIC 
of its covenants and agreements contained herein, and the consummation 
of the Merger and the other Transactions 
upon the terms and
subject to the conditions contained herein 

<omitted>

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, to the
extent permitted by applicable Law:
(a)          Representations and Warranties.
<omitted>
(i)          The representations and warranties of NIC set forth in the first sentence of Section 4.1(a) (Due Organization and Qualification), Section 4.2 (Power and Authority; Authorization), Section 4.4 (Capitalization), Section 4.22 (Brokers), Section 4.23 (Takeover Statutes ) and Section 4.26 (Opinion of Financial Advisor) (A) that are qualified by materiality or NIC Material Adverse Effect shall be true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date) and (B) that are not qualified by materiality or NIC Material Adverse Effect shall be true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date); 

(ii)          the representations and warranties of NIC set forth in Section 4.21(a) (Absence of Changes; NIC Material Adverse Effect) shall be true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing as though made as of the Closing (Page 47)

4.2          Power and Authority; Authorization. 

<omitted> the consummation by NIC of the Transactions have been duly and validly authorized by the NIC Board of Directors and no other corporate proceedings 

<omitted> this Agreement by the Tyler Entities, constitutes the valid and binding agreement of NIC, enforceable against NIC in accordance with its terms 

<omitted>
On or prior to the date hereof, the NIC Board of Directors has unanimously <omitted> (ii) approved the 
execution and delivery by NIC of this Agreement, the
performance by NIC 
of its covenants and agreements contained herein, and the consummation 
of the Merger and the other Transactions 
upon the terms and
subject to the conditions contained herein 


<omitted>

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, to the
extent permitted by applicable Law:
(a)          Representations and Warranties.
<omitted> 7.2  Conditions to Obligations of the Tyler Entities.  
<omitted>
(i)          The representations and warranties of NIC set forth in the first sentence of Section 4.1(a) (Due Organization and Qualification), Section 4.2 (Power and Authority; Authorization), Section 4.4 (Capitalization), Section 4.22 (Brokers), Section 4.23 (Takeover Statutes ) and Section 4.26 (Opinion of Financial Advisor) <omitted> shall be true and correct in all material respects  <omitted>

(ii)          the representations and warranties of NIC set forth in Section 4.21(a) (Absence of Changes; NIC Material Adverse Effect) shall be true and correct in all respects (Page 47)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Opinion of Financial Advisor
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee, Takeover Statutes, Opinion of Financial Advisor