{'index': 3, 'text': 'The representations and warranties of the Company (i) set forth in the first and second sentences of Section 3.1(b)(i) (Capitalization) shall be true and correct (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of such 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 shall be true and correct (except for de minimis inaccuracies) as of such earlier date only), (ii) set forth in the third sentence of Section 3.1(b)(i) (Capitalization), set forth in the first sentence of Section 3.1(f) (Absence of Certain Changes or Events) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, (iii) set forth in Section 3.1(c)(i) and Section 3.1(c)(ii) (Authority), Section 3.1(s) (Broker and Other Advisers) and Section 3.1(v) (Takeover Statutes; No Rights Plan) shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing Date, as though made on and as of such 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 shall be true and correct as of such earlier date only), and (iv) set forth in Article III of this Agreement (other than those representations and warranties referenced in clauses (i), (ii) or (iii) of this Section 5.2(a)) shall be true and correct (without giving effect to any “materiality”, “Company Material Adverse Effect” or any correlative qualifiers contained therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such 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 shall be true and correct as of such earlier date only), except in the case of this clause (iv) where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect.'}
Instruction: Read the segment of a merger agreement and answer the multiple-choice question by choosing the option that best characterizes the agreement.
Question: How accurate must the capitalization representations and warranties be according to the bring down provision?
Option A: Accurate in all material respects
Option B: Accurate in all respects
Option C: Accurate in all respects with below-threshold carveout
Option D: Accurate in all respects with de minimis exception

Merger Agreement: 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)
Answer: D

Merger Agreement: {{text}}
Answer:
Instruction: Read the segment of a merger agreement and answer the multiple-choice question by choosing the option that best characterizes the agreement.
Question: How accurate must the capitalization representations and warranties be according to the bring down provision?
Option A: Accurate in all material respects
Option B: Accurate in all respects
Option C: Accurate in all respects with below-threshold carveout
Option D: Accurate in all respects with de minimis exception
Merger Agreement: The representations and warranties of the Company (i) set forth in the first and second sentences of Section 3.1(b)(i) (Capitalization) shall be true and correct (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of such 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 shall be true and correct (except for de minimis inaccuracies) as of such earlier date only), (ii) set forth in the third sentence of Section 3.1(b)(i) (Capitalization), set forth in the first sentence of Section 3.1(f) (Absence of Certain Changes or Events) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, (iii) set forth in Section 3.1(c)(i) and Section 3.1(c)(ii) (Authority), Section 3.1(s) (Broker and Other Advisers) and Section 3.1(v) (Takeover Statutes; No Rights Plan) shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing Date, as though made on and as of such 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 shall be true and correct as of such earlier date only), and (iv) set forth in Article III of this Agreement (other than those representations and warranties referenced in clauses (i), (ii) or (iii) of this Section 5.2(a)) shall be true and correct (without giving effect to any “materiality”, “Company Material Adverse Effect” or any correlative qualifiers contained therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such 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 shall be true and correct as of such earlier date only), except in the case of this clause (iv) where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect.
Answer: