REPRESENTATIONS AND WARRANTIES OF ALPHA. Except as set forth in the Alpha Disclosure Schedule delivered by Alpha to Conexant prior to the execution of this Agreement (the "Alpha Disclosure Schedule") (each section of which, to the extent specified therein, qualifies the correspondingly numbered representation and warranty or covenant of Alpha contained herein and, to the extent it is apparent on the face of such disclosure that such disclosure qualifies another representation and warranty of Alpha contained herein, such other representation and warranty of Alpha), Alpha represents and warrants to Conexant as follows:
REPRESENTATIONS AND WARRANTIES OF ALPHA. Except (a) as disclosed in the correspondingly numbered section of the disclosure letter dated the date of this Agreement and delivered by Alpha to Foundation with respect to this Agreement immediately prior to the execution of this Agreement (the “Alpha Disclosure Schedule”) (provided, however, that a matter disclosed in the Alpha Disclosure Schedule with respect to one representation or warranty shall also be deemed to be disclosed with respect to each other representation or warranty to the extent it is reasonably apparent from the text of such disclosure that such disclosure applies to or qualifies such other representation or warranty) or (b) as disclosed in Alpha’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on February 27, 2009 and any Quarterly Report on Form 10-Q filed with the SEC thereafter, and in each case publicly available prior to the date of this Agreement (collectively, the “Filed Alpha SEC Documents”), excluding any forward looking disclosures set forth in any “risk factor” section or under the heading “Forward-Looking Statements” or any similar sections containing disclaimers or cautionary forward looking disclosure in any of such Filed Alpha SEC Documents, provided that in no event shall any disclosure in any Filed Alpha SEC Documents qualify or limit the representations and warranties of Alpha set forth in Sections 4.2, 4.3, 4.5(a), 4.5(c), 4.7, 4.22, 4.23, 4.24, 4.25 or 4.26 of this Agreement, Alpha represents and warrants to Foundation as follows:
REPRESENTATIONS AND WARRANTIES OF ALPHA. (i) The representations and warranties of Alpha set forth in Sections 4.3, 4.6(b), 4.22, 4.23, 4.24, 4.25 and 4.26 shall be true and correct in all respects, in each case, both 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 any such representation or warranty is expressly made as of an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), (ii) the representations and warranties of Alpha set forth in Sections 4.2(a), 4.2(b) and 4.2(c) shall be true and correct in all but de minimis respects, in each case, both 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 any such representation or warranty is expressly made as of an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), and (iii) the other representations and warranties of Alpha set forth in Article IV shall be true and correct (without giving effect to any limitation on any representation or warranty indicated by the words “Alpha Material Adverse Effect,” “in all material respects,” “material” or similar terms) 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 any such representation or warranty is expressly made as of an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date) except, in the case of this clause (iii), where the changes, effects, events or occurrences that resulted in any failures to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, an Alpha Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF ALPHA. Except as specifically disclosed in the Alpha Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), Alpha hereby represents and warrants to Crystal, and acknowledges that Crystal is relying upon such representations and warranties in connection with the entering into of this Agreement and completing the Arrangement, as follows:
REPRESENTATIONS AND WARRANTIES OF ALPHA. In order to induce the Sellers and Sea Sun to enter into the Agreement and to complete the transaction contemplated hereby, Alpha represents and warrants to Sea Sun and Sellers that:
REPRESENTATIONS AND WARRANTIES OF ALPHA. 17 3.1 Organization...................................................17 3.2
REPRESENTATIONS AND WARRANTIES OF ALPHA. Except as set forth in the Alpha Disclosure Schedule, Alpha hereby represents and warrants to Lima and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF ALPHA. Alpha represents and warrants to CF that except as set forth on a Schedule of Exceptions attached to this, Agreement as Exhibit 3 (which exceptions must specifically refer to this Agreement, must identify the section of this Agreement requiring disclosure, and will be treated as representations and warranties made under this Agreement):
