3.1 Representations and Warranties of the Company.  <omitted> (a) Organization, Good Standing and Qualification. <omitted> 
(b) Capital Structure. <omitted>
(c) Corporate Authority; Approval and Fairness. <omitted> This Agreement has been duly executed and delivered by the Company and, assumingthis  Agreement  constitutes the  valid  and  binding  agreement  of  Parent  and  Merger  Sub,  constitutes  a  valid  and  binding agreement  of  the  Company  enforceable  against  the Company  in  accordance  with  its  terms,  subject  to  bankruptcy,insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors rights and to general equity principles regardless of whether enforcement is considered in a proceeding in equityor at law (the “Bankruptcy and Equity Exception”).12 (ii) The Company Board has (A) made the Company Recommendation, (B)directed that this Agreement be submitted to theholders of Shares for their approval at a stockholders’ meeting duly called and held for such purpose and (C)received theopinion of its financial advisor to the effect that the consideration to be received by the holders of the Shares in the Mergeris fair from a financial point of view, as of the date of such opinion, to such holders. It is agreed and understood that such opinions are for the benefit of the Company Board and may not be relied on by Parent or Merger Sub. <omitted>

(r) Brokers Fees. <omitted>

5.2           Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:   (a)           Representations and Warranties. (i)The representations and warranties of the Company set forth in Sections 3.1(b)(i), 3.1(b)(ii)and 3.1(b)(iii)shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date except for de minimis inaccuracies); (ii)each of the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.1(c) and Section 3.1(r)shall be true and correct in all material respects as of the as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (iii)each of the other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects (without regard to any materiality or Company Material Adverse Change qualifications contained therein) as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 5.2(a)(iii) shall b e deemed to have been satisfied even if any representations and warranties of the Company are not so true and correct unless the failure of such representations and warranties of the Company to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Change. (Page 29)

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