Sansaboo/maud huggingface dataset:
Conditions to the Offer
 
Notwithstanding any other term of the Offer or this Agreement to the contrary, Merger Sub will not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub’s
obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered
pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the 
provisions of this Agreement) may terminate the Offer and not accept for payment any tendered Shares, at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1 of this Agreement) if <omitted> (ii) any of the additional conditions set forth below are not satisfied or waived in writing by Parent at the
Expiration Time:

<omitted> (d) Representations and Warranties. Each of the representations and warranties set forth in: <omitted> (iv) this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii) of this clause (d) of Annex I), without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, shall be true and correct as of the consummation of the Offer as though made as of the consummation of the Offer (Page 107)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws, Specified R&Ws only
Conditions to the Offer <omitted> Each of the representations and warranties set forth in: <omitted> (iv) this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii) of this clause (d) of Annex I), <omitted> shall be true and correct as of the consummation of the Offer as though made as of the consummation of the Offer (Page 107)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws, Specified R&Ws only
7.2 Additional Conditions to Obligations of Parent and Merger Sub. 
The obligations of Parent 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 Parent, in whole or in
part, to the extent 
permitted by applicable Law:
(a) Representations and Warranties of the Company.
<omitted>
(iii) all other representations and warranties of the Company set forth in Article IV 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), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 81)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
7.2 Additional Conditions to Obligations of Parent and Merger Sub. 
<omitted>
(a) Representations and Warranties of the Company.
<omitted>
(iii) all other representations and warranties of the Company set forth in Article IV 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 (Page 81)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 7.2 Conditions to Obligations of the Parent Parties. The obligation of the Parent Parties to effect the Merger is further subject to the satisfaction, or waiver by the Parent Parties to the extent permitted by applicable Law, at or prior to the Effective Time of the following conditions:  

(a) Representations and Warranties. The representations and warranties of the Company set forth in

(i) ARTICLE III (other than Section 3.2 (Authorization; Validity of Agreement; Company Action), Section 3.4(a) (Capitalization), Section 3.6(b) (Absence of Certain Changes), Section 3.19 (Opinion of Financial Advisor), Section 3.20 (Brokers or Finders) and Section 3.21 (State Takeover Statutes)) shall be true and correct in all respects (without giving effect to any materiality or “Company Material Adverse Effect” qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have or result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 65)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 7.2 Conditions to Obligations of the Parent Parties. <omitted>  The representations and warranties of the Company set forth in (i) ARTICLE III <omitted>  shall be true and correct in all respects <omitted> both when made and at and as of the Closing Date, as if made at and as of such time (Page 65)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 6.2 Conditions to Obligations of Parent and Merger Subs. The obligations of Parent and Merger Subs to consummate the Closing are subject to the satisfaction (or waiver by Parent) prior to the Closing of the following conditions: (a) Representations and Warranties. (i) Each representation and warranty in Article III (except for the representations and warranties in Section 3.1(a), Section 3.2(a), Section 3.2(b) (other than the third sentence thereof), the first sentence of Section 3.2(d), Section 3.2(e), Section 3.3, Section 3.6(b) and Section 3.20) shall be accurate in all respects (read, for purposes of this Section 6.2(a) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality) as of the date hereof and as of the Closing as if made anew as of the Closing (except to the extent any such representation or warranty expressly speaks as of any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date), except for any failure of such representations and warranties to be accurate as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 76)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 6.2 Conditions to Obligations of Parent and Merger Subs. <omitted> (i) Each representation and warranty in Article III <omitted> shall be accurate in all respects <omitted> as of the date hereof and as of the Closing as if made anew as of the Closing (Page 76)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 7.2 Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger. The obligations of Parent and AcquisitionSub to effect the Merger are, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (to the extent notprohibited by Law) waiver by Parent at or prior to the Effective Time of the following conditions: (a) each of the representations and warranties of the Company contained in this Agreement, without giving effect to any materiality or “Company Material Adverse Effect” or similar qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not, individually or in the aggregate, have a Company Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); (Page 67)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws, Fundermental/Special R&Ws
Section 7.2 Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger. <omitted> (a) each of the representations and warranties of the Company contained in this Agreement <omitted> shall be true and correct as of the Closing Date (Page 67)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws, Fundermental/Special R&Ws
Section 6.02 Additional Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are also subject to the satisfaction (or to the extent permitted by applicable Law, waiver by Parent) at or prior to the Closing of each of the following additional conditions: (a)            Representations and Warranties. (i) Each of the representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company set forth in Section 3.01(a) (Organization and Qualification; Subsidiaries), Section 3.02 (Capitalization) (but for purposes of this clause (i), including Section 3.02(c) to the extent it relates to Company Subsidiaries other than Significant Subsidiaries), Section 3.03 (Authority), Section 3.09(b) (Absence of Certain Changes), Section 3.23 (Opinions of Financial Advisors), Section 3.25 (Vote Required), and Section 3.26 (Brokers)), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct as of the date hereof and as of the Closing as though made as of the Closing (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be true and correct on and as of such specific date), other than failures to be true and correct that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (Pages 33-34)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws
Section 6.02 Additional Conditions to Obligations of Parent and Sub. <omitted> (i) Each of the representations and warranties of the Company contained in this Agreement <omitted> shall be true and correct as of the date hereof and as of the Closing as though made as of the Closing (Pages 33-34)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws
8.2.    Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers 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. <omitted> (iii) each other representation and warranty of the Company set forth in Article V shall be true and correct as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct as of such particular date or period of time), except, in the case of this clause (iii), for any failure of any such representation and warranty to be so true and correct (disregarding all qualifications or limitations as to “material,” “Company Material Adverse Effect” and words of similar import set forth therein) that does not constitute a Company Material Adverse Effect. (Page 56)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws, Specified R&Ws only
8.2.    Conditions to Obligations of Parent, Merger Sub and Merger Sub II. <omitted> (iii) each other representation and warranty of the Company set forth in Article V shall be true and correct as of the Closing Date (Page 56)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws, Specified R&Ws only
Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent 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 Parent, in whole or in part, to the extent permitted by applicable Law: (a)            Representations and Warranties of the Company. <omitted>

(iii) all other representations and warranties of the Company set forth in Article IV 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), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 43-44)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> (a)            Representations and Warranties of the Company. <omitted>

(iii) all other representations and warranties of the Company set forth in Article IV 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 (Pages 43-44)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Conditions to Obligations of Parent and Merger Sub . The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or written waiver by Parent (to the extent permitted by applicable Law)) at or prior to the Effective Time of the following conditions: (d) Representations and Warranties. Each of the representations and warranties of the Company set forth in <omitted> (iv) the other representations and warranties of Article III shall be true and correct in all respects (without giving effect to any “materiality,” “Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) in each case as -65- 
 
  
 
 
  of the date hereof and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (Pages 74-75)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Conditions to Obligations of Parent and Merger Sub <omitted> (iv) the other representations and warranties of Article III shall be true and correct in all respects <omitted> as -65- 
 
  
 
 
  of the date hereof and as of the Effective Time as though made on and as of such date (Pages 74-75)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 6.3 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. <omitted> (iii) The other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (except to the extent that any such representation and warranty speaks as of a particular date, in which case as of such earlier date), except for inaccuracies of representations and warranties the circumstances giving rise to which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and similar qualifiers set forth in such representations and warranties shall be disregarded). (Page 66)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 6.3 Conditions to the Obligations of Parent and Merger Sub <omitted> (iii) The other representations and warranties of the Company set forth in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing (Page 66)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Conditions to the Offer
Notwithstanding 
any other provision of the Agreement or the Offer and in addition to (and not in limitation of) Merger Sub’s 
right to extend and amend
the Offer pursuant to the provisions of the Agreement, Merger Sub shall not be required to (and Parent shall 
not be required to cause Merger Sub to) accept for
payment or, subject to any applicable rules and regulations of the SEC, including 
Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and
not properly withdrawn pursuant to the Offer if any of the 
following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the
Offer:

<omitted>

(f) Representations and Warranties. The representations and warranties of the Company

<omitted>

(iii) set forth in the Agreement, other than those Sections specifically identified in clause (i) or (ii) of this paragraph (f), shall not be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the Expiration Time with the same effect as though made as of the date of this Agreement and as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (Page 43)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Conditions to the Offer

<omitted> Merger Sub shall not be required to (and Parent shall 
not be required to cause Merger Sub to) accept for
payment or, <omitted> pay for any Shares validly tendered and
not properly withdrawn pursuant to the Offer if any of the 
following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the
Offer:
<omitted>

The representations and warranties of the Company

<omitted>

(iii) set forth in the Agreement <omitted> shall not be true and correct <omitted> as of the Expiration Time with the same effect as though made as of the date of this Agreement and as of the Expiration Time (Page 43)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 5.2 Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to consummate the Merger shall be further subject to the satisfaction at or prior to the Effective Time of each of the following conditions:

(a) Accuracy of Representations and Warranties. The representations and warranties of the Company in 

<omitted> (iv) all other provisions of Article II (excluding those included in the foregoing clauses (i), (ii) and (iii)) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein), shall be true and correct as of the Effective Time as if made as of the Effective Time except for such representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), in each case, except for such failures to be true and correct, individually and in the aggregate, as have not had a Company Material Adverse Effect. (Page 28)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 5.2 Additional Parent and Merger Sub Conditions. <omitted>

(a) Accuracy of Representations and Warranties. 

<omitted> (iv) all other provisions of Article II (excluding those included in the foregoing clauses (i), (ii) and (iii)) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein), shall be true and correct as of the Effective Time as if made as of the Effective Time (Page 28)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent 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 Parent, in whole or in part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of   97


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), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 102-103)

Question: Materiality/MAE Scrape applies to
Subquestion: fundamental/Special R&Ws
Answer: General R&Ws
Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub <omitted> (iii) all other representations and warranties of the Company set forth in Article IV shall have been true and correct as of the date of   97


this Agreement and shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (Pages 102-103)

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