theatticusproject/maud huggingface dataset:
CONDITIONS TO THE OFFER
<omitted>

(c) (i) other than the representations and warranties listed in clauses (d)(ii) and (d)(iii) in this ANNEX I, the representations and warranties of the Company Parties set forth in the Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the Expiration Time as if made at and as of the Expiration 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 will be true and correct as of such earlier date), except for such failures to be true and correct that would not have a Company Material Adverse Effect; (Page 104)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Closing Only
CONDITIONS TO THE OFFER
<omitted>

(c) (i) other than the representations and warranties listed in clauses (d)(ii) and (d)(iii) in this ANNEX I, the representations and warranties of the Company Parties set forth in the Agreement will be true and correct <omitted> as of the Expiration Time as if made at and as of the Expiration Time (Page 104)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Closing Only
SECTION 7.2 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 waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of the Company set forth in this Agreement (other than (x) the representations and warranties of the Company with respect to the Company and its subsidiaries (but not its Joint Ventures) set forth in Section 3.1(a) (Organization and Qualification; Subsidiaries) with respect to the Company, Section 3.3 (Capitalization), Section 3.4 (Authority), Section 3.5(a)(i) (No Conflict with Organizational Documents), and clause (iii) of the first sentence and the last sentence of Section 3.1(b) (Ownership of Subsidiaries) and (y) the representations and warranties of the Company set forth in Section 3.9(a)(ii) (No Material Adverse Effect)), 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) 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 speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, in the aggregate, do not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (Page 75)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Closing Only
SECTION 7.2 Conditions to Obligations of Parent and Merger Sub. <omitted> The representations and warranties of the Company set forth in this Agreement <omitted> shall be true and correct in all respects <omitted> as of the Effective Time as though made on and as of such date (Page 75)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Closing Only
SECTION 7.02. 
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 waiver by 
Parent and Merger Sub) on or prior to the Closing Date of the following conditions:
<omitted>
(a) Representations and Warranties of the Company.
 The representations and warranties of the Company
<omitted>

(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct (for purposes of determining the satisfaction of this condition, without regard to any “materiality”, “Company Material Adverse Effect” or similar qualifications and exceptions contained therein) as of the Closing Date as though made at and as of such date (except to the extent such representation and warranty expressly relates to a specified date (in which case at and as of such specified date)), other than for such failures to be true and correct that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 77)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Closing Only
SECTION 7.02. 
Conditions to Obligations of Parent and Merger Sub.

<omitted>

 The representations and warranties of the Company
<omitted>

(iv) set forth in Article III other than those specified in the foregoing clauses (i), (ii) and (iii) shall be true and correct <omitted> as of the Closing Date as though made at and as of such date (Page 77)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Closing Only
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)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
Section 9.02          
Conditions to Obligations of Parent, US Holdco and Merger Sub. <omitted>  (i) The representations and warranties of the Company <omitted> set forth in Article IV of this Agreement shall be true and correct in all respects  <omitted>  when made and on and as of the Closing Date (Page 101)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
7.03 Conditions to Obligation of Peoples. The obligation of Peoples to consummate the Merger is also subject to the fulfillment or written waiver by Peoples prior to the Effective Time of each of the following conditions: (a) Representations and Warranties . The representations and warranties of Premier Financial set forth in this Agreement shall be true and correct, subject to Section 5.01, as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (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 Peoples shall have received a certificate, dated the Effective Date, signed on behalf of Premier Financial, by the Chief Executive Officer of Premier Financial to such effect. (Page 65)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
7.03 Conditions to Obligation of Peoples. <omitted> The representations and warranties of Premier Financial set forth in this Agreement shall be true and correct, subject to Section 5.01, as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (Page 65)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
(b)     Additional Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to the satisfaction (or waiver by Parent and Merger Sub) of the following conditions: <omitted> (ii)    Other than the representations and warranties listed in clauses (iii), (iv) and (v) of this Section 2.2(b), the representations and warranties of the Company set forth in Article 3 shall be true and correct (without giving effect to any materiality, Company Material Adverse Effect or similar qualifications set forth therein) at and as of the Closing as if made at and as of such 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 will be true and correct as of such earlier date), except for such failures to be true and correct that would not reasonably be expected to have a Company Material Adverse Effect. (Page 11)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Closing Only
Section 7.02 Conditions to the Obligations of Parent and Merger Sub.  The obligations of Parent and Merger Sub to effect the Merger on the Closing Date are subject to the satisfaction (or waiver by Parent and Merger Sub) as of the Closing Date of the following conditions: (a) Representations and Warranties.  The representations and warranties of the Company <omitted> (ii) set forth in Article IV (other than the Company Fundamental Representations) shall be true and correct both as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent expressly made as of a specific date, in which case as of such specific date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect; (Page 55)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
Section 7.02 Conditions to the Obligations of Parent and Merger Sub. <omitted> (a) Representations and Warranties.  The representations and warranties of the Company <omitted> (ii) set forth in Article IV (other than the Company Fundamental Representations) shall be true and correct both as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (Page 55)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
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   -76-


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 80-81)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
7.2 Additional Conditions to Obligations of Parent and Merger Sub. <omitted> 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 80-81)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
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 clauses (ii), (iii) and (iv) in this Section 7.2(a), the representations and warranties of the Company set forth in Article III will be true and correct (without giving effect to any materiality, Company Material Adverse Effect or similar 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) (Page 94)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Closing Only
5.2 Additional Conditions Precedent to Parent
’
s Obligations
. 
The obligation of Parent to cause the Merger to be effected and
otherwise cause the 
transactions contemplated by this Agreement to be consummated are 
subject to the satisfaction or waiver by Parent, as of
the Closing, of 
each of the following conditions: <omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (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   66


warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in a Company Material Adverse Effect; (Pages 70-71)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
5.2 Additional Conditions Precedent to Parent’s Obligations. 
<omitted>
(iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (Pages 70-71)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
CONDITIONS TO THE OFFER   The obligation of Merger Sub to accept for purchase, and pay for, Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Merger Sub shall not be required to accept for purchase or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c)), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clause (e) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent: <omitted> (b) <omitted> (iii)     the remaining sections of ARTICLE IV 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) as of the date of the Agreement and as of the Offer Acceptance Time as if made of the Offer Acceptance Time (except to the extent any such representation or warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect; (Page 110)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
Section 7.2. Conditions to Obligations of Parent. The obligations of Parent, Merger Sub I and Merger Sub II to consummate the Mergers shall 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 whole or in part by Parent, Merger Sub I and Merger Sub II, as the case may be, to the extent permitted by applicable Law: <omitted> (D) the other representations and warranties of the Company set forth in this Agreement (without giving effect to any qualification as to materiality or Company 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 clause (D), where any failures of any such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 82)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
Section 7.2. Conditions to Obligations of Parent. <omitted> (D) 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 shall be true and correct as of the Closing as though made as of the Closing (Page 82)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
Section 7.2. Conditions to the Purchaser Parties’ Obligations to Effect the Merger. The obligations of the Purchaser Parties to effect the Merger are subject to the satisfaction (or waiver by the Purchaser Parties) of the following conditions:
<omitted>
(ii) all other representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date hereof and shall be true and correct (without giving effect to any limitation as to “materiality” or Company Material Adverse Effect) as of the Closing Date as though made on the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and correct as of such date or with respect to such period), except, in the case of this clause (iii), where the failure of such representations and warranties of the Company to be so true and correct (without giving effect to any limitation as to “materiality” or Company Material Adverse Effect set forth therein), does not have, and would not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect; (Page 69)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
Section 7.2. Conditions to the Purchaser Parties’ Obligations to Effect the Merger.
<omitted>
(ii) all other representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date hereof and shall be true and correct <omitted> as of the Closing Date as though made on the Closing Date (Page 69)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing
Conditions of the Offer Notwithstanding any other term of the Offer or this Agreement and in addition to (and not in limitation of) Merger Subsidiary’s right to extend and  amend  the  Offer  pursuant  to  the  provisions  of  the Agreement,  Parent  shall  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  1934  Act  (relating  to  Parent’s  obligation  to  pay  for  or  return  tendered  Shares  promptly  after  the termination  or  withdrawal  of  the  Offer),  to  pay  for  any  Shares  validly  tendered  and  not  validly  withdrawn  in  the  Offer,  unless,  immediately  prior  to  the  then applicable Offer Expiration Time: <omitted> (iii) each of the other representations and warranties of the Company set forth in the Merger Agreement shall be true and correct in all respects as of the date of this Agreement and as of the consummation of the Offer, as if made at such time, except to the extent such representation or warranty expressly relates to a specific date (in which case on and as of such specific date), other than, in the case of clause (iii), for such failures to be true and correct that, individually or in the aggregate, would not have a Material Adverse Effect (it being understood that for this purpose all references to the term “Material Adverse Effect” and other qualifications based on the word “material,” set forth in any such representations and warranties shall be disregarded). Solely for purposes of clause (i)(x) of this paragraph (d), if one or more inaccuracies in the sections referred to in clause (i) of this paragraph (d) would cause the Aggregate Consideration to increase by $25,000,000 or more, such inaccuracy or inaccuracies will not be considered de minimis; (Page 45)

Question: Accuracy of Target R&W Closing Condition
Category: Conditions to Closing
Answer: At Signing & At Closing