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. 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. 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. Except as disclosed in the Parent and Acquiror Disclosure Schedule attached hereto, Parent and Acquiror, jointly and severally, represent and warrant to the Company that:
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. Except as (a) disclosed in writing in the correspondingly enumerated section or subsection of the disclosure schedule of Parent delivered herewith (the “Parent Disclosure Schedule”) (provided that each exception set forth in the Parent Disclosure Schedule shall be deemed to qualify any other representation and warranty to the extent that the relevance of such exception to such other representation and warranty is reasonably apparent on the face of the disclosure (without need to examine underlying documentation)) or (b) disclosed in any publicly available report, schedule, form or other document filed with the SEC by Parent prior to the date hereof and on or after the date on which Parent filed with the SEC its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or predictive or forward-looking in nature), Parent and Acquiror, jointly and severally, represent and warrant as of the date hereof to Seller as set forth in this Article IV. The Parent Disclosure Schedule is arranged in sections corresponding to the numbered and lettered sections contained in this Article IV. The phrase “provided to Seller”, “delivered to Seller” or “made available to Seller” or any phrase of similar import means that Parent or Acquiror has delivered, provided access to or made certain items available for review and copying, or that such items are available on xxx.xxx.xxx, to Seller or its counsel. For purposes of this Article IV, the phrase “to the Knowledge of Parent,” the phrase “to Parent’s Knowledge” or any phrase of similar import shall be deemed to refer to the actual knowledge of the senior executive officers of Parent and Acquiror (i.e., the senior vice president level and above) after reasonable investigation.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIROR. 5.1 Corporate Existence and Power
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:
