REPRESENTATIONS AND WARRANTIES OF DELANO AND MERGER SUB. 21 5.1 Organization and Qualification.........................................21 5.2 Capitalization.........................................................22 5.3 Authority Relative to this Agreement...................................22
REPRESENTATIONS AND WARRANTIES OF DELANO AND MERGER SUB. Except as set forth in the disclosure schedule of Delano dated as of the date hereof and delivered herewith to DA (the "DELANO DISCLOSURE SCHEDULE") which identifies the section and subsection to which each disclosure therein relates (provided, however, that Delano will be deemed to have adequately disclosed with respect to any section or subsection any matters that are clearly described elsewhere in such document if the applicability of such disclosure to such non-referenced sections or subsections is clearly apparent and Delano has not intentionally omitted any required cross- references), and whether or not the Delano Disclosure Schedule is referred to in a specific section or subsection, Delano and Merger Sub jointly and severally represent and warrant to DA as follows:
REPRESENTATIONS AND WARRANTIES OF DELANO AND MERGER SUB. The representations and warranties of Delano and Merger Sub set forth in this Agreement will be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement, and DA will have received a certificate signed on behalf of Delano by a duly authorized officer of Delano to such effect.
