Representation and Warranties of Parent and Sub. Parent and Sub represent and warrant to the Company as of the date hereof and the Effective Time as follows:
Representation and Warranties of Parent and Sub. Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), Parent and Sub hereby represent and warrant to the Company as follows:
Representation and Warranties of Parent and Sub. Parent and Sub represent and warrant to the Company as of the date hereof that each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Amendment. The execution, delivery and performance of this Amendment by each of Parent and Sub has been duly authorized by all necessary corporate action on the part of Parent and Sub, and no other corporate proceedings on the part of Parent or Sub are necessary to authorize the execution, delivery and performance by Parent and Sub of this Amendment. This Amendment has been duly executed and delivered by each of Parent and Sub and (assuming the due authorization, execution and delivery of this Amendment by the Company) constitutes the valid and binding obligation of Parent and Sub enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Representation and Warranties of Parent and Sub. Parent and Sub hereby represent and warrant to the Company as follows:
