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 Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company and signed by the Company and Parent for identification prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section section references, Parent and Merger Sub hereby hereby, jointly and severally severally, represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub each represents and warrants to the Company as follows, except as set forth in the on a Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution and delivery of this Agreement (the "Parent Disclosure Schedule"), each of which exceptions shall specifically identify exceptions by specific Section references, Parent the relevant subsection hereof to which it relates and Merger Sub hereby jointly shall be deemed to be representations and severally represent and warrant to the Company warranties as followsif made hereunder:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent 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), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub each hereby represent and warrant to the Company, except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to on the execution date of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section referencesor as set forth in the Parent SEC Filings, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to simultaneously with the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions identifies items of disclosure by specific reference to a particular Section referencesor Subsection of this Agreement, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement and making specific reference to the Section hereof as to which exception is made (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in writing in the Disclosure Schedule Schedules being delivered by Parent and Merger Sub to the Company at or prior to the execution of this Agreement (the "Parent Disclosure Schedule")Agreement, which Disclosure Schedules shall identify exceptions by the specific Section referencessections or subsections in this Agreement to which each such disclosure relates, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company by Parent on or prior to the execution of entering into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, each of Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific subject to Section references5.3, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsCompany:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered concurrently with the execution of this Agreement by Parent Pxxxxx and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”, and together with the Company Disclosure Schedule, the “Disclosure Schedule”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsof the date hereof and as of the Closing Date that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule corresponding sections or subsections of the disclosure schedule delivered by Parent and Merger Sub to the Company by Parent prior to the execution of entering into this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub each represents and warrants to the Company as follows, except as set forth in the on a Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution and delivery of this Agreement (the "Parent Disclosure ------ Schedule"), each of which exceptions shall specifically identify exceptions by specific Section references, Parent the relevant -------- subsection hereof to which it relates and Merger Sub hereby jointly shall be deemed to be representations and severally represent and warrant to the Company warranties as followsif made hereunder:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify identifies exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set ---------------------------------------------------------------- forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to at the time of execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Parent Disclosure Schedule identifies the Section references(or, if applicable, subsection) to which such exception relates, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule"), ) and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which shall identify exceptions by specific Section referencessuch disclosure applies, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company at or prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub each hereby represent and warrant to the Company, except as set forth in the Disclosure Schedule Schedules delivered by Parent and Merger Sub to the Company prior to on the execution date of this Agreement and attached hereto (the "Parent Disclosure ScheduleSchedules"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent Parent, Acquirer Management and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify identifies exceptions by specific Section references, Parent Parent, Acquirer Management and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth may be disclosed in the Disclosure Schedule corresponding sections or subsections of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to by Parent on the execution of this Agreement date hereof (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:set forth below.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as specifically set forth in the Disclosure Schedule disclosure schedules delivered to Company by Parent and Merger Sub to the Company on or prior to the execution date of this Agreement (the "“Parent Company Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly each represents and severally represent and warrant warrants to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement, which disclosure schedule specifies the section or subsection of this Agreement to which the exception relates, and subject to Section 9.13 (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as expressly set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to in connection with the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth Previously Disclosed in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution comparable subsection of this Agreement (the "Parent Parent’s Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub each hereby jointly represents and severally represent and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule correspondingly numbered disclosure schedule dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company on or prior to the execution date of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby Sub, jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule corresponding sections or subsections of the disclosure schedule delivered by Parent and Merger Sub to the Company by Parent prior to the execution of entering into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent schedule of exceptions to Parent's and Merger Sub Sub's representations and warranties set forth herein delivered to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and --------------- Merger Sub hereby jointly and severally represent and warrant to the Company as follows:set forth below: Disclosure made with reference to one or more schedules shall be deemed disclosed with respect to another schedule if and to the extent that such disclosure is clearly referenced on such other schedule.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth provided in the Disclosure Schedule a correspondingly numbered disclosure schedule delivered by Parent and Merger Sub to Company dated as of the Company prior to the execution date of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby Sub, jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Representative and the Company prior to concurrently with the execution of entry into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific is subject to the limitations and qualifications set forth in Section references11.2(c), each of Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company (except as specifically set forth in the corresponding Section of disclosure schedules attached hereto (the “Parent Disclosure Schedules”)), as of the date hereof, as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify identifies exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedules delivered to Company by Parent and Merger Sub to the Company on or prior to the execution date of this Agreement (the "“Parent Disclosure Schedule"), which shall identify exceptions by specific Section referencesSchedules”) or the Parent Reports filed prior to the date hereof, Parent and Merger Sub hereby jointly each represents and severally represent and warrant warrants to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub each represents and warrants to the Company prior that (except to the execution of this Agreement extent set forth on the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:): (a)

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company by Parent on or prior to the execution of entering into this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub each hereby jointly represents and severally represent and warrant warrants to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, except as set forth on the Parent Disclosure Schedule delivered to the Company as follows:on the date hereof (the “Parent Disclosure Schedule”):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall shall, subject to Section 9.10, identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule Parent disclosure schedule delivered by Parent and Merger Sub to the Company prior to on the execution of this Agreement date hereof (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally each represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to by Parent in connection with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, each of Parent and Merger Sub hereby jointly and severally represent represents and warrant warrants to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed as set forth in the Parent Disclosure Schedule delivered by (subject to Section 12.05), each of Parent and Merger Sub represents and warrants to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule corresponding sections or subsections of the disclosure schedule delivered by Parent and Merger Sub to the Company by Parent on or prior to the execution of entering into this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company that except as follows:set forth in the disclosure schedule (with specific reference to the Section or subsection of this Agreement to which the information stated in such disclosure schedule relates) delivered by Parent to the Company simultaneously with the execution of this Agreement (the “Parent Disclosure Schedule”):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall shall, subject to Section 9.10, identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule corresponding sections of the disclosure schedules delivered by Parent and Merger Sub to the Company by Parent prior to the execution of entering into this Agreement (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule delivered by Parent and Parent/Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule Parent disclosure schedule delivered by Parent and Merger Sub to the Company prior to on the execution of this Agreement date hereof (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally each represent and warrant to the Company as follows: