Representations and Warranties by Parent and Merger Sub. Parent and Merger Sub represent and warrant to the Company as follows:
Representations and Warranties by Parent and Merger Sub. Parent and Merger Sub represent and warrant to the Company, subject to the exceptions provided in the Disclosure Schedule, as follows:
Representations and Warranties by Parent and Merger Sub. Parent and Merger Sub represent and warrant to the Company that the statements in this SECTION 5 are true, complete and correct as of the date hereof and at the Effective Time (unless the particular statement speaks expressly as of another date, in which case it is true, complete and correct as of such other date):
Representations and Warranties by Parent and Merger Sub. Parent and Merger Sub (collectively known as the “Parent Parties”) represent and warrant to the Company that the statements in this Section 4 are true, complete and correct as of the date hereof (unless the particular statement speaks expressly as of another date, in which case it is true, complete and correct as of such other date), subject, in any case, to the exceptions provided in the Disclosure Schedule. Any exception or qualification set forth in the Disclosure Schedule with respect to a particular representation and warranty shall be deemed to be an exception or qualification with respect to any other applicable representations and warranties to which such exception or qualification is reasonably apparent on its face to be applicable, whether or not such exception or qualification is so numbered.
Representations and Warranties by Parent and Merger Sub. Parent and Merger Sub hereby represent and warrant to the Identified Employee as follows:
4.1 Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
4.2 Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, the Merger Agreement and the Escrow Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes, and, upon execution and delivery by Parent, the Merger Agreement and Escrow Agreement shall constitute the valid and binding obligations of Parent and Merger Sub, enforceable against each of them in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors’ rights generally and by principles of equity.
4.3 Neither the execution and delivery of this Agreement, the Merger Agreement or the Escrow Agreement, nor the consummation of the transactions contemplated hereby or thereby, by Parent or Merger Sub will (a) conflict with or violate the certificate of incorporation or the bylaws of Parent or Merger Sub, in each case as amended to date, or (b) result in a violation of, or a default under, or conflict with, or require any consent, approval or notice under, any contract, trust, commitment, agreement, obligation, understanding, arrangement or restriction of any kind applicable to Parent or Merger Sub.
4.4 As of their respective filing dates (except as thereafter amended) all documents that Parent has filed with the Securities and Exchange Commission since December 31, 2008 have complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and none of such documents has contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed document filed by Parent prior to the date hereof.
Representations and Warranties by Parent and Merger Sub. 5.1 Organization and Standing 53 5.2 Authority; No Conflict 53 5.3 Brokers and Finders 54 5.4 Ownership and Activities of Merger Sub 54 5.5 Financial Ability 54 5.6 Acknowledgment 54
