Common use of REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (i) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (a) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (b) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.8, Section 5.12 and Section 5.15), or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (ia) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (ai) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (bii) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.8, Section 5.12 and Section 5.15), or (iib) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (ia) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (ai) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other general disclosures that are generally cautionary, predictive or forward-looking in nature and (bii) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.8, Section 5.12 and Section 5.15)5.12, or Section 5.15 or (iib) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (ia) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (ai) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (bii) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.8, Section 5.12 5.12, Section 5.13 and Section 5.15), or (iib) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (i) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (a) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (b) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.1, Section 5.2, Section 5.8, Section 5.12 and Section 5.15), or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (ia) in the case of Acquiror, any Acquiror SEC Filings filed with, or submitted furnished to, the SEC on or prior to the date hereof (excluding (ai) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (bii) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.1, Section 5.2, Section 5.8, Section 5.12 5.12, and Section 5.15), 5.13) or (iib) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (i) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (a) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (b) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.8, Section 5.12 and 5.12, or Section 5.15), or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, which subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (ia) in the case of Acquiror, in any Acquiror SEC Filings Filing filed or submitted on or furnished prior to the date hereof (excluding (ai) any disclosures in any “risk factors factors” section that do not constitute statements of fact, disclosures in any “forward-looking statements statements” disclaimer and other disclosures that are generally cautionary, predictive or forward-forward looking in nature and (bii) any exhibits or other documents appended theretoto Acquiror SEC Filings) (it being acknowledged that nothing disclosed in any such Acquiror SEC Filings Filing will be deemed to modify or qualify the representations and warranties set forth in Section 5.86.1, Section 5.12 and 6.2, Section 5.156.5, Section 6.10, Section 6.12, Section 6.16 or Section 6.18), or (iib) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company on the date of this Agreement (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (ia) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof of this Agreement (excluding (ai) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (bii) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.8, Section 5.12 and Section 5.15), or (iib) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “"Acquiror Disclosure Letter”") on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (i) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (a) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (b) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.8, Section 5.12 and Section 5.15), or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.912.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (ia) in the case of Acquiror, in any Acquiror SEC Filings Filing filed or submitted on or furnished prior to the date hereof (excluding (ai) any disclosures in any “risk factors factors” section that do not constitute statements of fact, disclosures in any “forward-looking statements statements” disclaimer and other disclosures that are generally cautionary, predictive or forward-forward looking in nature and (bii) any exhibits or other documents appended theretoto Acquiror SEC Filings filed or furnished prior to the date hereof) (it being acknowledged that nothing disclosed in any such Acquiror SEC Filings Filing will be deemed to modify or qualify the representations and warranties set forth in Section 5.86.1, Section 5.12 and 6.2, Section 5.156.5, Section 6.7, Section 6.11, Section 6.13, Section 6.15, Section 6.17 or Section 6.19), or (iib) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company on the date of this Agreement (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (i) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (a) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (b) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.8, Section 5.12 and 5.12, or Section 5.155.14), or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (ia) in the case of Acquiror, in any Acquiror SEC Filings Filing filed or submitted on or furnished prior to the date hereof of this Agreement (excluding (ai) any disclosures in any “risk factors factors” section that do not constitute statements of fact, disclosures in any “forward-looking statements statements” disclaimer and other disclosures that are generally cautionary, predictive or forward-forward looking in nature and (bii) any exhibits or other documents appended theretoto Acquiror SEC Filings) (it being acknowledged that nothing disclosed in any such Acquiror SEC Filings Filing will be deemed to modify or qualify the representations and warranties set forth in Section 5.86.1, Section 5.12 and 6.2, Section 5.156.5, Section 6.10, Section 6.12, Section 6.16 or Section 6.18), or (iib) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company on the date of this Agreement (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror and Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (i) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (a) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (b) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section ‎Section 5.8, Section 5.12 ‎Section 5.11 and Section 5.15‎Section 5.14), or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section ‎Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article ‎Article V), Acquiror and Merger Sub represent and warrant to the Company as follows: