REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. Parent and Acquiror hereby, jointly and severally, represent and warrant to Target that, except as set forth in the Disclosure Schedule delivered prior to the date which is three days prior to the Closing Date by Parent and Acquiror to Target (the "Parent Disclosure Schedule"):
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. Except as disclosed in the disclosure schedule delivered by Parent and the Acquiror to the Company prior to the execution of this Agreement (the “Acquiror Disclosure Schedule”) with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure schedule relates, Parent and Acquiror jointly and severally represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. Parent and Acquiror hereby, jointly and severally, represent and warrant to Target that, except as set forth in the Disclosure Schedule of Parent and Acquiror delivered herewith to Target (the “Parent Disclosure Schedule”):
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. 24 Section 4.1 Organization, Standing and Power; Capitalization of Parent and Acquiror....................24 Section 4.2 Authority..................................................................................25 Section 4.3 Non-Contravention..........................................................................25 Section 4.4 Offer Documents; Schedule 14D-9 and Proxy Statement........................................25 Section 4.5 Financing..................................................................................26 Section 4.6 Brokers....................................................................................26 Section 4.7 Business of Parent and Acquiror............................................................26
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. Except as disclosed in (a) the Parent Reports (defined below) filed after January 1, 2012, and prior to the date hereof, but excluding any risk factors or forward-looking disclosures set forth under the heading “Risk Factors” or under the heading “Special Note Regarding Forward-Looking Statements” or any other disclosure that is cautionary, predictive or forward looking in nature, or (b) the disclosure schedule (the “Parent Disclosure Schedule”) delivered by Parent and Acquiror to Target prior to 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 III or to one or more of Parent’s or Acquiror’s covenants contained in Article V, provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) no such item is required to be set forth in such schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, and (ii) the mere inclusion of an item in such schedule as an exception to a representation or warranty shall not be deemed an admission by Parent or Acquiror that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect), Parent and Acquiror hereby represent and warrant to Target as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. 5.1 Corporate Existence and Power
5.2 Corporate Authorization
5.3 Governmental Authorization
5.4 Non-Contravention
5.5 Financing 5.6 Finders’ Fees
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. Parent and Acquiror, jointly and severally, hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. 35 5.1. Corporate Existence and Power...............................35 5.2. Corporate Authorization.....................................36 5.3. Governmental Authorization..................................36 5.4. Non-contravention...........................................36 5.5. Employment Agreements.......................................37 5.6. Financing...................................................37 5.7. Disclaimer of Other Representations and Warranties..........37
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. Except as disclosed in the disclosure schedule delivered by Parent and the Acquiror to the Company prior to the execution of this Agreement (the "ACQUIROR DISCLOSURE SCHEDULE") with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure schedule relates (it being understood that any information set forth in a particular Section of the Acquiror Disclosure Schedule shall be deemed to apply to each other Section or subsection thereof or hereof to which its relevance is clearly apparent on its face), Parent and Acquiror jointly and severally represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. Parent and Acquiror hereby, jointly and severally, represent and warrant to Target and the Shareholders that, except as set forth in the Disclosure Schedule delivered by Parent and Acquiror to Target (the “Parent Disclosure Schedule”) as soon as is practicable after the mutual execution of this Agreement:
