theatticusproject/maud huggingface dataset:
7 . 2      Conditions to Obligations of BancorpSouth.   The obligation of BancorpSouth to effect the Merger is also subject to the satisfaction, or waiver by BancorpSouth, at or prior to the Effective Time, of the following conditions: -69-
(a) Representations and Warranties.
<omitted>
All other representations and warranties of Cadence set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Cadence or the Surviving Entity. BancorpSouth shall have received a certificate dated as of the Closing Date and signed on behalf of Cadence by the Chief Executive Officer or the Chief Financial Officer of Cadence to the foregoing effect. (Page 79)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
7 . 2      Conditions to Obligations of BancorpSouth. <omitted>
(a) Representations and Warranties.
<omitted>
All other representations and warranties of Cadence set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 79)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
7.2 Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to effect the Merger is also subject tothe satisfaction, or waiver by Buyer and Merger Sub, at or prior to the Effective Time, of the following conditions:(a) Representations and Warranties. <omitted> All other representations and warranties of Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); (Page 62)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
7.2 Conditions to Obligations of Buyer and Merger Sub. <omitted> All other representations and warranties of Company set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date <omitted> (Page 62)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: (a) Representations and Warranties. Each of the representations and warranties set forth in: <omitted> (iii) Article V (other than those set forth in the foregoing clauses (i) and (ii) of this Section 8.2(a)), 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 date of this Agreement and as of the Closing as though made as of the Closing (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 that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (Page 57)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate at another materiality standard (e.g., hybrid standard)
8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. <omitted> Each of the representations and warranties set forth in: <omitted> (iii) Article V (other than those set forth in the foregoing clauses (i) and (ii) of this Section 8.2(a)) <omitted> shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (Page 57)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate at another materiality standard (e.g., hybrid standard)
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, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions:

<omitted>

(b)

<omitted>

(iv) the other representations and warranties of the Company contained in Article IV (disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had, individually or in the aggregate, a Company Material Adverse Effect; (Page 102)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
Section 8.02 Conditions to the Obligations of Parent and Merger Sub.

<omitted> 

(iv) the other representations and warranties of the Company contained in Article IV <omitted> shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (Page 102)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
7.2 Additional Conditions to Obligations of Labrador and Merger Sub. The obligations of Labrador 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 Labrador, in whole or in part, to the extent permitted by applicable Law: <omitted>(a)            Representations and Warranties of Golden . <omitted> (iii)all other representations and warranties of Golden set forth in Article IV (a)which are qualified by a “Golden Material Adverse Effect” 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) and (b)which are not qualified by a “Golden Material Adverse Effect” 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)(b), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Golden Material Adverse Effect. (Page 44)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all respects
7.2 Additional Conditions to Obligations of Labrador and Merger Sub. <omitted> (iii)all other representations and warranties of Golden set forth in Article IV <omitted> 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 44)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all respects
7.2
 Conditions to Obligations of BancShares Parties. 
 The obligation of the BancShares Parties to effect the transactions contemplated by this Agreement is also subject to the satisfaction, or 
 waiver by the BancShares Parties, at or prior to the Effective Time, of 
 the following conditions:
 (a)Representations and Warranties. 
 
 <omitted>
 
 All other representations and warranties of CIT set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on CIT, the Surviving Bank, or BancShares. (Page 66)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
7.2
 Conditions to Obligations of BancShares Parties. 
 <omitted> 
 (a)Representations and Warranties. 
 
 <omitted>
 
 All other representations and warranties of CIT set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 66)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
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: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all respects
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: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all respects
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: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate at another materiality standard (e.g., hybrid standard)
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: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate at another materiality standard (e.g., hybrid standard)
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: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
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: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
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: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. The obligations of Bridge Bancorp under this Agreement shall be further subject to the satisfaction of the following conditions at or prior to the Closing Date: 9.2.1.Representations and Warranties. <omitted> 
All other representations and warranties of DCB set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect on DCB set forth in such representations or warranties but, in each case, after giving effect to the lead in to Article IV) shall be true and correct in all respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date; provided, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on DCB. Bridge Bancorp shall have received a certificate signed on behalf of DCB by the Chief Executive Officer and the Chief Financial Officer of DCB to the foregoing effect. (Page 80)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. <omitted> All other representations and warranties of DCB set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and <omitted> as of the Closing Date as though made on and as of the Closing Date (Page 80)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate in all material respects
Section 8.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent): (a) Representations and Warranties. The representations and warranties of the Company <omitted> (iii) set forth in Article III (other than those described in the foregoing clauses (i) and (ii)) shall be true and correct in all respects (disregarding all materiality and “Company Material Adverse Effect” qualifiers contained therein, other than as such qualifiers are used in Section 3.10 (Absence of Certain Changes)) as of the date hereof and as of the Closing as if made on and as of the Closing (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 of such representations and warranties to be so true and correct has not had a Company Material Adverse Effect. (Page 86)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate at another materiality standard (e.g., hybrid standard)
Section 8.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company <omitted> (iii) set forth in Article III (other than those described in the foregoing clauses (i) and (ii)) shall be true and correct in all respects <omitted> as of the date hereof and as of the Closing as if made on and as of the Closing (Page 86)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate at another materiality standard (e.g., hybrid standard)
Section 9.02. Conditions to the Obligations of Parent and Merger Sub 1 and Merger Sub 2. The obligations of Parent, Merger Sub 1 and Merger Sub 2 to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: <omitted> (c) <omitted> (iv) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause ​(iv) only, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 115)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate at another materiality standard (e.g., hybrid standard)
Section 9.02. Conditions to the Obligations of Parent and Merger Sub 1 and Merger Sub 2. <omitted> (iv) the other representations and warranties of the Company contained in this Agreement <omitted> shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (Page 115)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: Accurate at another materiality standard (e.g., hybrid standard)