7.2            Additional Conditions to Obligations of Labrador and Merger Sub. The obligations of Labrador 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 Labrador, in whole or in part, to the extent permitted by applicable Law:   (a)            Representations and Warranties of Golden . <omitted> (iii)all other representations and warranties of Golden set forth in Article IV (a)which are qualified by a “Golden Material Adverse Effect” 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 Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time) and (b)which are not qualified by a “Golden Material Adverse Effect” 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 Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time), except, in the case of this clause (iii)(b), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Golden Material Adverse Effect. (Page 44)

7.2            Additional Conditions to Obligations of Labrador and Merger Sub. <omitted> (iii)all other representations and warranties of Golden set forth in Article IV <omitted> 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 Date <omitted> except, in the case of this clause (iii)(b), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Golden Material Adverse Effect. (Page 44)

7.2            Additional Conditions to Obligations of Labrador and Merger Sub. The obligations of Labrador 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 Labrador, in whole or in part, to the extent permitted by applicable Law:   (a)            Representations and Warranties of Golden . (i)The representations and warranties of Golden set forth in the first sentence of <omitted> Section 4.2(a)(Capital Structure) <omitted> 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 Date (except, with respect to Section 4.2(a) <omitted> for any De Minimis Inaccuracies) (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time) (Page 44)

7.2            Additional Conditions to Obligations of Labrador and Merger Sub. <omitted>  The representations and warranties of Golden set forth in <omitted> Section 4.2(a)(Capital Structure), <omitted> shall be true and correct <omitted> (except, with respect to Section 4.2(a) <omitted> any De Minimis Inaccuracies) (Page 44)

4.1 Organization, Standing and Power. <omitted> Each of Golden and its Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, <omitted>  4.3 Authority; No Violations; Consents and Approvals. <omitted> The  execution  and  delivery  of  this Agreement  by  Golden  and  the  consummation  by  Golden of  the  Transactions  have  been  duly  authorized  by  all  necessary corporate action on the part of Golden, subject, only with respect to consummation of the Merger, to the Golden Stockholder Approval. This Agreement has been duly executed and delivered by Golden and, assuming the due and valid execution of this Agreement by Labrador and Merger Sub, constitutes a valid and binding obligation of Golden enforceable against Golden in accordance with its terms <omitted> 4.6 Absence of Certain Changes or Events. <omitted> (a)Since  December 31, 2020,  there  has  not  been  any  Golden  Material  Adverse  Effect <omitted> 7.2            Additional Conditions to Obligations of Labrador and Merger Sub. The obligations of Labrador 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 Labrador, in whole or in part, to the extent permitted by applicable Law:   (a)            Representations and Warranties of Golden . (i)The representations and warranties of Golden set forth in the first sentence of Section 4.1 (Organization, Standing and Power), <omitted> Section 4.3(a) (Authority), and Section 4.6(a) (Absence of Certain Changes or Events) 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 Date <omitted> (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct only as of such date or period of time), (ii)all other representations and warranties of Golden set forth in Section 4.2(b)(Capital Structure) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date or period of time shall have been true and correct in all material respects only as of such date or period of time), (Page 44)

4.1 Organization, Standing and Power. <omitted> Each of Golden and its Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, <omitted>  
4.3 Authority; No Violations; Consents and Approvals. <omitted> The  execution  and  delivery  of  this Agreement  by  Golden  and  the  consummation  by  Golden of  the  Transactions  have  been  duly  authorized  by  all  necessary corporate action on the part of Golden, subject, only with respect to consummation of the Merger, to the Golden Stockholder Approval. This Agreement has been duly executed and delivered by Golden and, assuming the due and valid execution of this Agreement by Labrador and Merger Sub, constitutes a valid and binding obligation of Golden enforceable against Golden in accordance with its terms <omitted> 4.6 Absence of Certain Changes or Events. <omitted> (a)Since  December 31, 2020,  there  has  not  been  any  Golden  Material  Adverse  Effect <omitted>
 7.2            Additional Conditions to Obligations of Labrador and Merger Sub. <omitted>  (i)The representations and warranties of Golden set forth in the first sentence of Section 4.1 (Organization, Standing and Power), <omitted> Section 4.3(a) (Authority), and Section 4.6(a) (Absence of Certain Changes or Events) <omitted> shall be true and correct <omitted> (ii)all other representations and warranties of Golden set forth in Section 4.2(b)(Capital Structure) <omitted> shall be true and correct in all material respects (Page 44)

Question: Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer
Subquestion: <NONE>
Answer: Accurate in all respects with de minimis exception