Section 9.02          
Conditions to Obligations of Parent, US Holdco and Merger Sub.  
The obligations of Parent, US Holdco and Merger Sub to effect the
Merger are also subject to the satisfaction or waiver (where 
permissible pursuant to applicable Law) by Parent, US Holdco and 
Merger Sub on or prior to the Effective Time of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company (other than in the first sentence of Section 4.01(a) (solely with respect to the Company), the first sentence of Section 4.01(b) (solely with respect to the Company), Section 4.02(a) (other than the last sentence), Section 4.02(b)(i), Section 4.02(b)(ii), Section 4.03(a), Section 4.03(b)(i) (solely with respect to the Company), Section 4.03(d), Section 4.05(a) and Section 4.10) set forth in Article IV of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) when made and on and as of the Closing Date, as if made on and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 101)

Section 9.02          Conditions to Obligations of Parent, US Holdco and Merger Sub. <omitted> (i) The representations and warranties of the Company set forth in Article IV of this Agreement <omitted> except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 101)

Section 4.02  Capital Structure <omitted>
Section 9.02          
Conditions to Obligations of Parent, US Holdco and Merger Sub.  
The obligations of Parent, US Holdco and Merger Sub to effect the
Merger are also subject to the satisfaction or waiver (where 
permissible pursuant to applicable Law) by Parent, US Holdco and 
Merger Sub on or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted> (ii) the representations and warranties of the Company contained in Section 4.02(a) (other than the last sentence) and Section 4.02(b)(i) shall be true and correct (other than de minimis inaccuracies) when made and on and as of the Closing Date, as if made on and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct (other than de minimis inaccuracies); (Page 101)

Section 4.02  Capital Structure <omitted>
Section 9.02          
Conditions to Obligations of Parent, US Holdco and Merger Sub. <omitted> (ii) the representations and warranties of the Company contained in Section 4.02(a) (other than the last sentence) and Section 4.02(b)(i) shall be true and correct (other than de minimis inaccuracies) (Page 101)

Section 4.01          Organization; Standing and Power; Charter Documents; Subsidiaries. <omitted> 

Section 4.02          Capital Structure.
<omitted> 
Section 4.03          Authority; Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes.(a) Authority.  <omitted> 
This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent, US Holdco and Merger Sub, constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and  other similar Laws affecting creditors’ rights generally and by general principles of equity.
<omitted> 
Section 4.05          Absence of Certain Changes or Events.
<omitted>
Section 4.10          Brokers’ and Finders’ Fees.  
<omitted>
Section 9.02          Conditions to Obligations of Parent, US Holdco and Merger Sub. (a) Representations and Warranties <omitted>

 (iii) the representations and warranties made in Section 4.05(a) shall be true and correct in all respects when made and on and as of the Closing Date; and 

(iv) the representations and warranties contained in the first sentence of Section 4.01(a) (solely with respect to the Company), Section 4.01(b) (solely with respect to the Company), Section 4.02(b)(ii), Section 4.03(a), Section 4.03(b)(i) (solely with respect to the Company), Section 4.03(d) and Section 4.10 shall be true and correct in all material respects when made and on and as of the Closing Date, as if made on and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date). (Page 101)

Section 4.01          Organization; Standing and Power; Charter Documents; Subsidiaries. <omitted> 

Section 4.02          Capital Structure.
<omitted> 
Section 4.03          Authority; Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes.
  <omitted> 
This Agreement <omitted> constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms
<omitted> 
Section 4.05          
Absence of Certain Changes or Events.
<omitted>
Section 4.10          Brokers’ and Finders’ Fees.  
<omitted>
Section 9.02          Conditions to Obligations of Parent, US Holdco and Merger Sub. <omitted>  (iii) the representations and warranties made in Section 4.05(a) shall be true and correct in all respects <omitted> (iv) the representations and warranties contained in the first sentence of Section 4.01(a) (solely with respect to the Company), Section 4.01(b) (solely with respect to the Company), Section 4.02(b)(ii), Section 4.03(a), Section 4.03(b)(i) (solely with respect to the Company), Section 4.03(d) and Section 4.10 shall be true and correct in all material respects (Page 101)

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