REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB I. Except as set forth in the schedule prepared by Parent and delivered to the Company prior to the execution of this Agreement setting forth specific exceptions (including by cross reference) to the Parent’s and Merger Subs’ representations and warranties set forth herein (the “Parent Disclosure Schedule”) (with each exception set forth in the Parent Disclosure Schedule identifying by reference the specific section or subsection of this Agreement to which it relates, such that such exception shall apply solely in respect of: (A) such specific section or subsection in Article III of the Agreement, and (B) any section or subsection in Article III of the Agreement to the extent it is readily apparent on the face of the disclosure that such disclosure is applicable to such other sections and subsections), or as set forth in the Parent SEC Documents filed or furnished and publicly available on or after December 31, 2012 and prior to the date of this Agreement (the “Filed Parent SEC Documents”) (excluding any disclosures in the Filed Parent SEC Documents that are set forth under the headings “Risk Factors” or disclosure of risks set forth in any “forward-looking statements”, disclaimer or any other statements that are similarly cautionary, nonspecific or predictive in nature; it being understood that any factual information contained within such headings, disclosure or statements shall not be excluded), each of the Parent and Merger Subs, jointly and severally, represents and warrants to the Company, as of the date hereof and the Closing Date (except for such representations and warranties made only as a specific date) as follows:
