Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and each of Parent and the Acquisition Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and constitutes the valid and binding obligations of each of Parent and Acquisition Sub, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement or the Merger Agreement by each of Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the transactions contemplated hereby or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Acquisition Sub is a party or by which either Parent or Acquisition Sub or their respective assets are bound. The consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement or the Merger Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Acquisition Sub or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Acquisition Sub, other than (x) as required under applicable federal securities laws, including the Exchange Act and the rules and regulations promulgated thereunder, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the General Corporation Law of the State of Delaware ("DGCL") or any other applicable Laws, and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Acquisition Sub of any of their obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub hereby, jointly and severally, represents represent and warrants warrant to the Stockholder as follows: (a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationDelaware, and each of Parent and the Acquisition Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyhereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and, assuming this Agreement constitutes a valid and binding obligation of the Stockholder, constitutes the valid and binding obligations obligation of each of Parent and Acquisition Sub, enforceable against each of them in accordance with their its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement by Parent or the Merger Agreement by each of Parent and Acquisition Sub nor the consummation by Parent and or Acquisition Sub of the transactions contemplated hereby or thereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Acquisition Sub is a party or by which either Parent or Acquisition Sub or their respective any of its assets are boundbound except as could not reasonably be expected, either individually or in the aggregate, to impair, impede, delay or frustrate the ability of Parent or Acquisition Sub to perform its obligations hereunder or to consummate the transactions contemplated hereby. The consummation by each of Parent and Acquisition Sub of the transactions contemplated by this Agreement or the Merger Agreement hereby will not (i) violate any provision of any law, judgment, order or decree applicable to Parent or Acquisition Sub Sub, or (ii) require any consent, approval approval, or notice under any statute, law, rule or regulation applicable to either Parent or Acquisition Sub, Sub other than (x) as required under applicable federal securities laws, including the Exchange Act and the rules and regulations promulgated thereunder, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required thereunder or by the General Corporation Law of the State of Delaware ("DGCL") or any other applicable LawsU.S. state or federal securities laws, and (y) where the failure to obtain such consents or approvals or to make such notificationsexcept as could not reasonably be expected, would not, either individually or in the aggregate, prevent to impair, impede, delay or materially delay frustrate the performance by either ability of Parent or Acquisition Sub of any of their to perform its obligations under this Agreementhereunder or to consummate the transactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each Parent and Acquisition Sub hereby jointly and severally represent and warrant to the Shareholder as follows, and acknowledge that the Shareholder is relying upon such representations and warranties in entering into this Agreement: (a) Parent is existing and organized under the Legal Requirements of Delaware and has the requisite power and authority to own the assets it currently owns and to conduct its business as it is now being conducted. Acquisition Sub is existing and organized under the Legal Requirements of Canada and has the requisite power and authority to own the assets it currently owns and to conduct its business as it is now being conducted; (b) each of Parent and Acquisition Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing under has the laws of its jurisdiction of organization, and each of Parent and the Acquisition Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby perform and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and constitutes the valid and binding carry out its obligations of each of Parent and Acquisition Sub, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the hereunder. The execution and delivery of this Agreement or the Merger Agreement by each of Parent and Acquisition Sub nor Sub, the consummation performance of Parent’s and Acquisition Sub’s obligations under this Agreement and the completion by Parent and Acquisition Sub of the transactions contemplated hereby have been duly authorized by the board of directors of Parent and Acquisition Sub, respectively, and no other proceedings to be completed or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind consent to which either Parent or Acquisition Sub is a party or by which either Parent or Acquisition Sub or their respective assets are bound. The consummation be obtained by Parent and Acquisition Sub are or will be necessary for the corporate authorization of this Agreement and the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by each of Parent and Acquisition Sub and, assuming the due execution and delivery of this Agreement by the Shareholder, constitutes a legal, valid and binding obligation of Parent and Acquisition Sub, enforceable against Parent and Acquisition Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency and other Legal Requirements affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; and (d) the execution and delivery of this Agreement and the completion by each of them of the transactions contemplated by this Agreement or the Merger Agreement will not hereby: (i) violate any provision of any judgment, order or decree applicable to Parent or will not conflict with Parent’s and Acquisition Sub or Sub’s articles and by-laws; and (ii) require any consent, approval do not and will not constitute a breach of or violation of or default (or an event which with notice or lapse of time or both would become a default) under any statute, law, rule or regulation applicable to either Legal Requirement binding upon Parent or Acquisition Sub, other than (x) as required under applicable federal securities laws, including the Exchange Act and the rules and regulations promulgated thereunder, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the General Corporation Law of the State of Delaware ("DGCL") or any other applicable Laws, and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Acquisition Sub of any of their obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub hereby, jointly and severally, represents represent and warrants warrant to the Stockholder as follows: (a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationDelaware, and each of Parent and the Acquisition Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyhereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and, assuming this Agreement constitutes a valid and binding obligation of the Stockholder, constitutes the valid and binding obligations obligation of each of Parent and Acquisition Sub, enforceable against each of them in accordance with their its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement by Parent or the Merger Agreement by each of Parent and Acquisition Sub nor the consummation by Parent and or Acquisition Sub of the transactions contemplated hereby or thereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Acquisition Sub is a party or by which either Parent or Acquisition Sub or their respective any of its assets are bound, except as could not reasonably be expected, either individually or in the aggregate, to impair, impede, delay or frustrate the ability of Parent or Acquisition Sub to perform its obligations hereunder or to consummate the transactions contemplated hereby. The consummation by each of Parent and Acquisition Sub of the transactions contemplated by this Agreement or the Merger Agreement hereby will not (i) violate any provision of any law, judgment, order or decree applicable to Parent or Acquisition Sub or (ii) require any consent, approval approval, or notice under any statute, law, rule or regulation applicable to either Parent or Acquisition Sub, Sub other than (x) as required under applicable federal securities laws, including the Exchange Act and the rules and regulations promulgated thereunder, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required thereunder or by the General Corporation Law of the State of Delaware ("DGCL") or any other applicable LawsU.S. state or federal securities laws, and (y) where the failure to obtain such consents or approvals or to make such notificationsexcept as could not reasonably be expected, would not, either individually or in the aggregate, prevent to impair, impede, delay or materially delay frustrate the performance by either ability of Parent or Acquisition Sub of any of their to perform its obligations under this Agreementhereunder or to consummate the transactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each 4.1 Representations and Warranties of Parent and Acquisition Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Sub. Parent and Acquisition Sub is a corporation duly organized, validly existing represent and in good standing under warrant to the laws of its jurisdiction of organization, and each of Stockholders as follows: (a) Parent and the Acquisition Sub has have all requisite necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby perform their respective obligations hereunder; (b) this Agreement has been duly executed and therebydelivered by Parent and Acquisition Sub, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and constitutes Sub have been duly authorized by all necessary corporate action on the valid and binding obligations of each of Parent and Acquisition Sub, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement or the Merger Agreement by each part of Parent and Acquisition Sub and no other actions or proceedings on the part of Parent or Acquisition Sub are necessary to authorize this Agreement or Parent’s or Acquisition Sub’s performance hereunder; (c) neither the execution, delivery and performance of this Agreement nor the consummation by Parent and Acquisition Sub of the transactions contemplated hereby will (i) require Parent or thereby will result in a violation Acquisition Sub to file or register with, or obtain any permit or Consent of, any Governmental Authority other than filings with the SEC pursuant to the Exchange Act, or (ii) violate, or cause a breach of or default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind Contract to which either Parent or Acquisition Sub is a party (with or by which either Parent without notice or Acquisition Sub lapse of time) or their respective assets are bound. The consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement or the Merger Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Acquisition Sub or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Legal Requirement binding upon Parent or Acquisition Sub, other than (x) as required under applicable federal securities lawsexcept for such violations, including the Exchange Act and the rules and regulations promulgated thereunderbreaches, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the General Corporation Law of the State of Delaware ("DGCL") defaults or any other applicable Laws, and (y) where the failure to obtain such consents or approvals or to make such notifications, conflicts which would not, individually or in the aggregate, prevent or materially delay the performance by either Parent have a material adverse effect on Parent’s or Acquisition Sub of any of Sub’s ability to satisfy their respective obligations under this Agreement; and (d) assuming this Agreement constitutes a valid and binding agreement of each Stockholder, this Agreement constitutes a valid and binding agreement of Acquisition Sub and Parent, enforceable against Acquisition Sub and Parent in accordance with its terms (subject to any Enforceability Exceptions).

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub hereby, jointly and severally, hereby represents and warrants to Stockholder as follows: (a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its the jurisdiction of its organization, and each of Parent and the Acquisition Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and constitutes the valid and binding obligations of each of Parent and Acquisition Sub, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement or the Merger Agreement by each of Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the transactions contemplated hereby or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Acquisition Sub is a party or by which either Parent or Acquisition Sub or their respective assets are bound. The consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement or the Merger Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Acquisition Sub or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Acquisition Sub, other than (x) as required under applicable federal securities laws, including the Exchange Act and the rules and regulations promulgated thereunder, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the General Corporation Law of the State of Delaware ("“DGCL"”) or any other applicable Laws, and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Acquisition Sub of any of their obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each 4.1 Representations and Warranties of Parent and Acquisition Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Sub. Parent and Acquisition Sub is a corporation duly organized, validly existing represent and in good standing under warrant to the laws of its jurisdiction of organization, and each of Stockholders as follows: (a) Parent and the Acquisition Sub has have all requisite necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby perform their respective obligations hereunder; (b) this Agreement has been duly executed and therebydelivered by Parent and Acquisition Sub, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and constitutes Sub have been duly authorized by all necessary corporate action on the valid and binding obligations of each of Parent and Acquisition Sub, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement or the Merger Agreement by each part of Parent and Acquisition Sub and no other actions or proceedings on the part of Parent or Acquisition Sub are necessary to authorize this Agreement or Parent's or Acquisition Sub's performance hereunder; (c) neither the execution, delivery and performance of this Agreement nor the consummation by Parent and Acquisition Sub of the transactions contemplated hereby will (i) require Parent or thereby will result in a violation Acquisition Sub to file or register with, or obtain any permit or Consent of, any Governmental Authority other than filings with the SEC pursuant to the Exchange Act, or (ii) violate, or cause a breach of or default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind Contract to which either Parent or Acquisition Sub is a party (with or by which either Parent without notice or Acquisition Sub lapse of time) or their respective assets are bound. The consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement or the Merger Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Acquisition Sub or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Legal Requirement binding upon Parent or Acquisition Sub, other than (x) as required under applicable federal securities lawsexcept for such violations, including the Exchange Act and the rules and regulations promulgated thereunderbreaches, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the General Corporation Law of the State of Delaware ("DGCL") defaults or any other applicable Laws, and (y) where the failure to obtain such consents or approvals or to make such notifications, conflicts which would not, individually or in the aggregate, prevent or materially delay the performance by either Parent have a material adverse effect on Parent's or Acquisition Sub of any of Sub's ability to satisfy their respective obligations under this Agreement; and (d) assuming this Agreement constitutes a valid and binding agreement of each Stockholder, this Agreement constitutes a valid and binding agreement of Acquisition Sub and Parent, enforceable against Acquisition Sub and Parent in accordance with its terms (subject to any Enforceability Exceptions).

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each Parent and Acquisition Sub hereby jointly and severally represent and warrant to and covenant with the Shareholder as follows, and acknowledge that the Shareholder is relying upon such representations, warranties and covenants in entering into this Agreement: (a) Parent is existing and organized under the Legal Requirements of Delaware and has the requisite power and authority to own the assets it currently owns and to conduct its business as it is now being conducted. Acquisition Sub is existing and organized under the Legal Requirements of Canada and has the requisite power and authority to own the assets it currently owns and to conduct its business as it is now being conducted; (b) each of Parent and Acquisition Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing under has the laws of its jurisdiction of organization, and each of Parent and the Acquisition Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby perform and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and constitutes the valid and binding carry out its obligations of each of Parent and Acquisition Sub, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the hereunder. The execution and delivery of this Agreement or the Merger Agreement by each of Parent and Acquisition Sub nor Sub, the consummation performance of Parent’s and Acquisition Sub’s obligations under this Agreement and the completion by Parent and Acquisition Sub of the transactions contemplated hereby have been duly authorized by the board of directors of Parent and Acquisition Sub, respectively, and no other proceedings to be completed or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind consent to which either Parent or Acquisition Sub is a party or by which either Parent or Acquisition Sub or their respective assets are bound. The consummation be obtained by Parent and Acquisition Sub are or will be necessary for the corporate authorization of this Agreement and the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by each of Parent and Acquisition Sub and, assuming the due execution and delivery of this Agreement by the Shareholder, constitutes a legal, valid and binding obligation of Parent and Acquisition Sub, enforceable against Parent and Acquisition Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency and other Legal Requirements affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; and (d) the execution and delivery of this Agreement and the completion by each of them of the transactions contemplated by this Agreement or the Merger Agreement will not hereby: (i) violate any provision of any judgment, order or decree applicable to Parent or will not conflict with Parent’s and Acquisition Sub or Sub’s articles and by-laws; and (ii) require any consent, approval do not and will not constitute a breach of or violation of or default (or an event which with notice or lapse of time or both would become a default) under any statute, law, rule or regulation applicable to either Legal Requirement binding upon Parent or Acquisition Sub, other than (x) as required under applicable federal securities laws, including the Exchange Act and the rules and regulations promulgated thereunder, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the General Corporation Law of the State of Delaware ("DGCL") or any other applicable Laws, and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Acquisition Sub of any of their obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and each of Parent and the Acquisition Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and constitutes the valid and binding obligations of each of Parent and Acquisition Sub, enforceable against each of them in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement or the Merger Agreement by each of Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the transactions contemplated hereby or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Acquisition Sub is a party or by which either Parent or Acquisition Sub or their respective assets are bound. The consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement or the Merger Agreement will not (i) violate any provision of any judgment, order or decree applicable to Parent or Acquisition Sub or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Acquisition Sub, other than (x) as required under applicable federal securities laws, including the Exchange Act and the rules and regulations promulgated thereunder, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the General Corporation Law of the State of Delaware ("“DGCL"”) or any other applicable Laws, and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Acquisition Sub of any of their obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub hereby, jointly and severally, represents and warrants to Stockholder the Shareholder as follows: : (a) Each this Agreement, the Merger Agreement and any agreement of Parent or Acquisition Sub contemplated hereby or thereby (the “Parent Agreements”) have been duly and validly authorized by each of Parent’s and Acquisition Sub is a corporation duly organizedSub’s respective board of directors, validly existing and in good standing under the laws of its jurisdiction of organization, and each of Parent and the Acquisition Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This each Parent Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Sub, and constitutes the valid and binding obligations a duly authorized officer or other representative of each of Parent and Acquisition Sub, (c) assuming such Parent Agreement constitutes a valid and binding agreement of the other parties thereto, each Parent Agreement constitutes a valid and binding agreement of Parent or Acquisition Sub, as applicable, enforceable against each of them Parent or Acquisition Sub, as applicable, in accordance with their its terms, except (i) as limited by applicable subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and other laws moratorium, reorganization or similar Laws affecting the rights of general application affecting enforcement of creditors' rights creditors generally and (ii) the availability of the remedy equitable remedies (regardless of specific performance whether such enforceability is considered in a proceeding in equity or injunctive or other forms of equitable relief may be subject to equitable defenses at law) and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) Neither the execution and delivery of each Parent Agreement by Parent and Acquisition Sub does not, and the compliance with the provisions hereof will not, conflict with or violate any Law or agreement or organizational documents binding upon Parent or Acquisition Sub, nor require any authorization, consent or approval of, or filing with, any Governmental Authority. In addition, in reliance on the representations and warranties contained in Section 4.1(d) of this Agreement or and that certain Agreement (including the Merger Agreement Exhibits thereto), dated as of February 24, 2009, by and among the Company, Xxxxxxx Associates, L.P. and certain of its affiliates, each of Parent and Acquisition Sub nor hereby, jointly and severally, represents and warrants to the consummation by Shareholder as follows: (i) the board of directors of the Company has taken all actions necessary to prevent the Shareholder or any of its affiliates from constituting an “interested stockholder” (as defined in Section 203 of the DGCL) as a result of this Agreement or the transactions contemplated hereby and (ii) the board of directors of the Company has taken all actions necessary (x) to render the Rights Agreement inapplicable to this Agreement and the transactions contemplated hereby and (y) to prevent (A) the occurrence of any “Triggering Event” (as defined in the Rights Agreement) or (B) the Shareholder and any of its affiliates from constituting an “Acquiring Person” (as defined in the Rights Agreement) under the terms of the Rights Agreement, in each case of (A) and (B), as a result of this Agreement or the transactions contemplated hereby. Parent and Acquisition Sub shall indemnify and hold harmless Shareholder and its affiliates from any breach of the transactions contemplated hereby or thereby will result in a violation of, or a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Acquisition Sub is a party or by which either Parent or Acquisition Sub or their respective assets are bound. The consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement or the Merger Agreement will not clause (i) violate any provision of any judgment, order or decree applicable to Parent or Acquisition Sub or (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Acquisition Sub, other than (x) as required under applicable federal securities laws, including the Exchange Act and the rules and regulations promulgated thereunder, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the General Corporation Law of the State of Delaware ("DGCL") or any other applicable Laws, and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Acquisition Sub of any of their obligations under this AgreementSection 5.1.