REPRESENTATIONS AND WARRANTIES OF GUARANTOR, PARENT AND MERGER SUB. Guarantor, Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF GUARANTOR, PARENT AND MERGER SUB. SECTION 4.01.
REPRESENTATIONS AND WARRANTIES OF GUARANTOR, PARENT AND MERGER SUB. Except as set forth on the disclosure schedule dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company on or prior to the date of this Agreement (the “Parent Disclosure Schedule”), as of the date of this Agreement and as of the Effective Time (except to the extent such representations and warranties speak expressly as of an earlier date), Parent and Merger Sub (and Guarantor by virtue of Section 8.13) jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF GUARANTOR, PARENT AND MERGER SUB. (i) The representations and warranties of Guarantor, Parent and Merger Sub contained in this Agreement (without giving effect to any materiality qualifications or limitations therein or any references therein to Parent Material Adverse Effect) shall be true and correct, in each case as of the Closing Date as though made on and as of the Closing Date, except (i) for such failures to be true and correct that have not had a Parent Material Adverse Effect; (ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, subject to the qualifications in (i) above; and (iii) for changes expressly permitted as contemplated by the terms of this Agreement. The Company shall have received a certificate signed on behalf of Parent by two Managers of Parent to such effect. For purposes of determining the satisfaction of this condition, “knowledge” as used in such representations and warranties shall mean knowledge as of the Closing Date.
