8.2         Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2.  The obligations of Parent, MergerCo 1 and MergerCo 2 to effect the Mergers are further subject to the satisfaction (or written waiver, if permissible under applicable Law), by the Parent (on behalf of the Parent, MergerCo 1and MergerCo 2), as of the Closing, of each of the following conditions: (a)          Representations and Warranties <omitted> (iii) all other representations and warranties of the Paired Entities set forth in this Agreement shall be true and correct in all respects (without regard to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or time, in which case such representations and warranties need only be so true and correct as of such specific date or time), except where the failure or failures of all such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Company Material Adverse Effect. (Page 77)

8.2         Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2. <omitted> (iii) all other representations and warranties of the Paired Entities set forth in this Agreement shall be true and correct in all respects <omitted> except where the failure or failures of all such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Company Material Adverse Effect. (Page 77)

5.3 Capitalization. (a) The authorized capital stock of the Company consists solely of 3,500,000,000 shares of Company Common Stock, 350,000,000 shares ofCompany Preferred Stock of which 25,000 shares are designated as Series A Preferred Stock, 3,500,000,000 shares of excess stock, <omitted> 8.2         Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2.  The obligations of Parent, MergerCo 1 and MergerCo 2 to effect the Mergers are further subject to the satisfaction (or written waiver, if permissible under applicable Law), by the Parent (on behalf of the Parent, MergerCo 1and MergerCo 2), as of the Closing, of each of the following conditions: (a)          Representations and Warranties. (i) the representations and warranties set forth in Sections 5.3(a) <omitted> shall be true and correct in all material respects, in each case, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or time, in which case such representations and warranties need only be so true and correct as of such specific date or time) (Page 77)

5.3 Capitalization. (a) The authorized capital stock of the Company consists solely of 3,500,000,000 shares of Company Common Stock, 350,000,000 shares ofCompany Preferred Stock of which 25,000 shares are designated as Series A Preferred Stock, 3,500,000,000 shares of excess stock, <omitted> 8.2         Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2. <omitted> . (i) the representations and warranties set forth in Sections 5.3(a) <omitted> shall be true and correct in all material respects (Page 77)

5.3 Capitalization. <omitted> 
(i) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of the Paired Entities and the Paired EntitiesSubsidiaries in excess of $10,000,000 in principal amount, other than Indebtedness in the principal amounts identified by instrument in Section 5.3(i) of the PairedEntities Disclosure Schedule.
5.9 Absence  of  Certain  Changes.  Since  December  31,  2020,  through  the  date  of  this  Agreement,  (i)  there has  not  been  any  event <omitted>  that has  had or  would  reasonably  be  expected  to  have  a  Company  Material Adverse  Effect, <omitted>  8.2         Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2.  The obligations of Parent, MergerCo 1 and MergerCo 2 to effect the Mergers are further subject to the satisfaction (or written waiver, if permissible under applicable Law), by the Parent (on behalf of the Parent, MergerCo 1and MergerCo 2), as of the Closing, of each of the following conditions: (a)          Representations and Warranties. (i) the representations and warranties set forth in Sections <omitted>  5.3(c), 5.3(e) and 5.3(i), shall be true and correct in all material respects, in each case, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or time, in which case such representations and warranties need only be so true and correct as of such specific date or time), (ii) the representation and warranty set forth in Section 5.9(i) shall be true and correct in all respects as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (Page 77)

5.3 Capitalization. <omitted> 
(i) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of the Paired Entities and the Paired EntitiesSubsidiaries in excess of $10,000,000 in principal amount, other than Indebtedness in the principal amounts identified by instrument in Section 5.3(i) of the PairedEntities Disclosure Schedule.
5.9 Absence  of  Certain  Changes.  Since  December  31,  2020,  through  the  date  of  this  Agreement,  (i)  there has  not  been  any  event <omitted>  that has  had or  would  reasonably  be  expected  to  have  a  Company  Material Adverse  Effect, <omitted> 
8.2         Additional Conditions to Obligations of Parent, MergerCo 1 and MergerCo 2.  <omitted> (i) the representations and warranties set forth in <omitted>  5.3(c), 5.3(e) and 5.3(i), shall be true and correct in all material respects <omitted> (ii) the representation and warranty set forth in Section 5.9(i) shall be true and correct in all respects (Page 77)

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