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

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent represents and warrant warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed with respect to any other section or subsection of the Parent Disclosure Letter to which the extent that the relevance of such item thereof is reasonably apparent), Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter schedule delivered to the Company by Parent immediately prior to entering into the execution of this Agreement (the “Parent Disclosure LetterSchedule”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter Schedule shall be deemed disclosure with respect to any other section or subsection to which the extent (and only to the extent) that the relevance of such item is reasonably apparentapparent on the face of such disclosure), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in any forms, statements, certifications, reports or documents filed with or furnished to the SEC by Parent prior to the date hereof, or the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter Disclosure Letter delivered to the Company by Parent prior to or simultaneously with entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably readily apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent and Merger Sub prior to entering into this Agreement (the “Parent Disclosure LetterSchedule”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby Sub, jointly and severally, represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding -27- sections or subsections of the disclosure letter delivered to the Company by Parent on or prior to entering into this Agreement (the “"Parent Disclosure ----------------- Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent"), Parent and Merger Sub each hereby represent represents and warrant warrants to the ------- Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent on or prior to entering into this Agreement (the “"Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent"), Parent and Merger Sub each hereby represent represents and warrant warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) Letter (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item extent that it is reasonably apparentapparent that such information is relevant to such other section or subsection), Parent and Merger Sub each hereby represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections section of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) Letter (it being agreed and understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed with respect to any other section or subsection of the Parent Disclosure Letter to which the extent the relevance of such item a disclosure or statement therein to a section of this Article IV is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by the Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of ), the Parent Disclosure Letter shall be deemed disclosure with respect hereby represents and warrants to any other section or subsection to which the relevance of such item is reasonably apparent), Parent Company and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), . Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement and Merger Sub on the date hereof (the “Parent Disclosure Letter”) (it being agreed understood that disclosure of any item information set forth in any a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any be disclosed in each other section or subsection thereof to which the relevance of such item information is reasonably apparent), Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”“) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to and Merger Sub concurrently with entering into this Agreement (the “Parent Disclosure Letter”) (it Letter”)(it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure to be disclosed with respect to any other section or subsection to which the relevance of such item disclosure is reasonably readily apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent on or prior to entering into the date of this Agreement (the “Parent Disclosure Letter”) (it being agreed understood that disclosure of any item information set forth in any one section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any apply to each other section or subsection of this Agreement to which the relevance of such item extent that it is reasonably apparentapparent that such information is relevant to such other section or subsection), Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to and Merger Sub concurrently with entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure to be disclosed with respect to any other section or subsection to which the relevance of such item disclosure is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into concurrent with the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section Section or subsection of this Agreement to which the relevance of such item is reasonably apparent), Parent represents and Merger Sub each hereby represent and warrant warrants to the Company that:as set forth below in this Article IV.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item disclosure is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter” and, together with the Company Disclosure Letter, the “Disclosure Letters”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent represents and warrant warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentreadily apparent on its face), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection only to which the extent that the relevance of such item disclosure to such other section or subsection is reasonably apparentreadily apparent from the face of such disclosure), Parent and Merger Sub each hereby represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any particular section or subsection of the Parent Disclosure Letter expressly referenced therein (it being understood and agreed that any information set forth in one section or subsection of the Parent Disclosure Letter also shall be deemed disclosure with respect to any apply to each other section or and subsection of this Agreement to which the relevance of such item its applicability is reasonably apparentapparent on its face from the text of the disclosure), Parent and Merger Sub each hereby hereby, jointly and severally, represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure LetterSchedule”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “"Parent Disclosure Letter”) "), (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) ” (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections section of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) Letter (it being agreed and understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed with respect to any other section or subsection of the Parent Disclosure Letter to which the extent the relevance of such item a disclosure or statement therein to a section of this Article IV is reasonably apparentapparent on its face and without independent inquiry), Parent and Merger Sub each hereby represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter Disclosure Letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), each of Parent and Merger Sub each hereby represent represents and warrant warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Section 5.2 to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represent represents and warrant warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to to, and only with respect to, any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent represents and warrant warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentapparent regardless of whether a specific cross-reference is made), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into concurrently with the execution and delivery of this Agreement (the “"Parent Disclosure Letter”") (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection only to which the extent that the relevance of such item disclosure to such other section or subsection is reasonably apparentapparent on the face of such disclosure), Parent and Merger Sub each hereby represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) ), (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) Letter (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparentapparent on its face and that such information is relevant to such other sections or subsections), Parent and Merger Sub each hereby represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the confidential disclosure letter delivered to the Company by Parent prior to entering into or concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represent and warrant to the Company that: