Sansaboo/maud huggingface dataset:
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not properly withdrawn pursuant to the Offer if any of the 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: General 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not properly withdrawn pursuant to the Offer if any of the 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: General R&Ws
Answer: General R&Ws
CONDITIONS TO THE OFFER <omitted> Notwithstanding any other term of the Offer or this Agreement, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered Shares promptly after termination or withdrawal of the Offer)), to pay for any Shares validly tendered and not validly withdrawn prior to any then-scheduled Expiration Date in connection with the Offer if, immediately prior to the then-scheduled Expiration Date: <omitted> (c) any of the following conditions shall exist: <omitted> (ii) The representations and warranties of the Company <omitted> (III) set forth in this Agreement, other than those described in clauses (I) and (II) above, shall not be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Expiration Date as though made as of the Expiration Date, except, in the case of this clause (B), where the failure of such representations and warranties to be so true and correct would not have a Company Material Adverse Effect; provided in each case that representations and warranties made as of a specific date shall be required to be so true and correct (subject to such qualifications) as of such date only (Page 66)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
CONDITIONS TO THE OFFER <omitted> Purchaser shall not be required to <omitted> accept for payment or <omitted> to pay for any Shares validly tendered and not validly withdrawn prior to any then-scheduled Expiration Date in connection with the Offer if, immediately prior to the then-scheduled Expiration Date: <omitted> (c) <omitted> (ii) The representations and warranties of the Company <omitted> (III) set forth in this Agreement, other than those described in clauses (I) and (II) above, shall not be true and correct <omitted> as of the date of this Agreement and as of the Expiration Date as though made as of the Expiration Date (Page 66)

Question: Materiality/MAE Scrape applies to
Subquestion: General 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: General 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: General R&Ws
Answer: General R&Ws
Section 8.02       Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (a) Representations and Warranties. <omitted> 
(ii)              Each of the representations and warranties made by the Company in this Agreement other than the Company Fundamental Representations (without giving effect to any references to any “Company Material Adverse Effect” or other “materiality” qualifications) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made as and on the Closing Date, in each case, (A) except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date, and (B) except where the failure to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. (Page 35)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
Section 8.02       Conditions to the Obligations of Parent and Merger Sub. <omitted> 
Each of the representations and warranties made by the Company in this Agreement <omitted> shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made as and on the Closing Date (Page 35)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
Section 6.2    Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: <omitted> (b)    Accuracy of Representations and Warranties. <omitted> (iii)    The representations and warranties of the Company set forth in this Agreement (other than the Capitalization Representations and the Fundamental Representations) shall be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such date which has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect); (Page 51)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET The obligations of Nicolet to consummate the Contemplated Transactions and to take the other actions required to be taken by Nicolet at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Nicolet in whole or in part): Section 8.1    Accuracy of Representations and Warranties. For purposes of this Section 8.1, the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (or such other date(s) as specified, to the extent any representation or warranty speaks as of a specific date). The representations and warranties set forth in Section 3.3 and Section 3.5(a) shall be true and correct (except for inaccuracies which are de minimis in amount and effect). There shall not exist inaccuracies in the representations and warranties of the Company set forth in this Agreement (including the representations set forth in Section 3.3 and Section 3.5(a)) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a Material Adverse Effect; provided that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or to the “Knowledge” of any Person shall be deemed not to include such qualifications. (Page 48)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws
ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET <omitted> the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (Page 48)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws
SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Closing of each of the following conditions: (a) Representations and Warranties. Each of the representations and warranties of the Company set forth in <omitted> (iii) Article III (other than those referenced in the foregoing clauses (i) and (ii)) shall be true and correct in all respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for any such representation or warranty that is made as of a specified date (including the date of this Agreement), in which case such representation or warranty shall be true and correct only as of such specified date), (Page 54)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Fundermental/Special R&Ws
SECTION 7.02. Additional Conditions to Obligations of Parent and Merger Sub. <omitted> Each of the representations and warranties of the Company set forth in <omitted> (iii) Article III <omitted> shall be true and correct in all respects <omitted> as of the date of this Agreement and as of the Closing Date (Page 54)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Fundermental/Special R&Ws
SECTION 7.2 Conditions to Parent’s and Merger Sub’s Obligation to Effect the Merger. The obligation of Parent and MergerSub to consummate the Merger is further subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:
(a) Representations and Warranties. <omitted> (ii) each of the other representations and warranties of the Company set forth in Article IV shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 61)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
SECTION 7.2 Conditions to Parent’s and Merger Sub’s Obligation to Effect the Merger. <omitted>
(a) Representations and Warranties. <omitted> (ii) each of the other representations and warranties of the Company set forth in Article IV shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such date (Page 61)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
Section 6.2 Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent to the extent permitted by applicable Law:

(a) Representations and Warranties. <omitted>

(iv) the representations and warranties of the Company set forth in ARTICLE III (other than those described in clauses (i), (ii) and (iii) above) shall be true and correct 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 date), except where the failure of such representations and warranties described in this clause (iv) to be so true and correct (without giving effect to any qualification as to materiality, Company Material Adverse Effect or similar qualification set forth therein), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect. (Page 63)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Fundermental/Special R&Ws
Section 6.2 Conditions to Obligations of Parent and Merger Sub. 

<omitted>

(iv) the representations and warranties of the Company set forth in ARTICLE III <omitted> shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (Page 63)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Fundermental/Special R&Ws
Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: <omitted> (B) the other representations and warranties of the Company set forth in this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct as of the date hereof and 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); unless, in the case of this clause (B) only, the failure of such representations and warranties of the Company to be so true and correct has not had, and is not reasonably likely to have, a Material Adverse Effect; (Page 73)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws
Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. <omitted> (B) the other representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of such date and time (Page 73)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws
7.2          
Conditions to Obligations of the Tyler Entities
.  
The obligations of the Tyler Entities to consummate the Merger shall 
further be subject to the
satisfaction on or prior to the 
Closing Date of each of the following conditions, any and all of 
which may be waived in writing in whole or in part by Tyler, to the
extent permitted by applicable Law:
(a)          Representations and Warranties.
<omitted>
(iii)          the other representations and warranties of NIC set forth in ARTICLE IV that are not listed in the immediately preceding subsections (i) and (ii) (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except, with respect to this subsection (iii), where any failures of any such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or NIC Material Adverse Effect contained therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. (Page 47)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
7.2          
Conditions to Obligations of the Tyler Entities.  
<omitted>
(iii)          the other representations and warranties of NIC set forth in ARTICLE IV that are not listed in the immediately preceding subsections (i) and (ii) <omitted> shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing (Page 47)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
7.2. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent:
 (a) Representations and Warranties. (i) Other than the representations and warranties listed in Section 7.2(a)(ii), Section 7.2(a)(iii) and Section 7.2(a)(iv), the representations and warranties of the Company set forth in this Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the Closing Date as if made at 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 will be true and correct as of such earlier date), except for such failures to be true and correct that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 85)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
7.2. Conditions to the Obligations of Parent and Merger Sub. <omitted>
 Other than the representations and warranties listed in Section 7.2(a)(ii), Section 7.2(a)(iii) and Section 7.2(a)(iv), the representations and warranties of the Company set forth in this Agreement will be true and correct <omitted> as of the Closing Date as if made at and as of the Closing Date (Page 85)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
6.03 Conditions to Obligation of Parent. The obligation of Parent to consummate the Merger is also subject to the fulfillment or written waiver by Parent prior to the Effective Time of each of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company set forth in Section 4.02, after giving effect to Section 4.01 and the lead-in to Section 4.02, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date) and (Page 67)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws
6.03 Conditions to Obligation of Parent. <omitted> (i) The representations and warranties of the Company <omitted> shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (Page 67)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws, Capitalization R&Ws, Fundermental/Special R&Ws
Section 6.2 Conditions to the Obligations of the Parent Parties to Effect the Mergers. The obligation of the Parent Parties to effect the Mergers 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) each of the remaining representations and warranties of the Company Parties set forth in this Agreement shall be true and correct, in each case as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), 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 99)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws
Section 6.2 Conditions to the Obligations of the Parent Parties to Effect the Mergers. <omitted> (iii) each of the remaining representations and warranties of the Company Parties set forth in this Agreement shall be true and correct, in each case as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (Page 99)

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