REPRESENTATIONS AND WARRANTIES OF APPLE HOLDCO. Except as disclosed in (x) the Apple SEC Reports filed prior to the close of business on the Measurement Date, but excluding any risk factor disclosure contained in any such Apple SEC Reports under the heading "Risk Factors" or "Cautionary Statements Regarding Forward Looking Statements" or (y) the disclosure schedule (the "Apple Disclosure Schedule") delivered by Apple Holdco to Parent and MergerSub in connection with the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article V), Apple Holdco hereby represents and warrants to Parent and MergerSub as follows:
REPRESENTATIONS AND WARRANTIES OF APPLE HOLDCO. 29 5.1 Due Organization, Good Standing and Corporate Power .................. 29 5.2 Authorization and Validity of Agreement .............................. 29 5.3 Consents and Approvals; No Violations ................................ 30 5.4
REPRESENTATIONS AND WARRANTIES OF APPLE HOLDCO. Except as disclosed in (x) the Apple SEC Reports filed prior to the close of business on the Measurement Date, but excluding any risk factor disclosure contained in any such Apple SEC Reports under the heading “Risk Factors” or “Cautionary Statement Regarding Forward Looking Statements” or otherwise (y) the June Proxy Statement excluding any risk factor disclosure contained under the heading “Risk Factors” or “Special Note Regarding Forward Looking Statements” or otherwise (z) the disclosure schedule (the “Apple Disclosure Schedule”) delivered by Apple Holdco to Parent and MergerSub in connection with the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article V), Apple Holdco hereby represents and warrants to Parent and MergerSub as follows:
