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

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to concurrently with the execution of this Agreement (the “Parent Acquiror Disclosure Letter”), 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 Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter delivered supplied by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”)") and dated as of the date hereof, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent represents and warrants to Company that, except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to simultaneously with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsAgreement:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), each of Parent and Merger Sub jointly hereby represents and severally represent and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in writing in the disclosure letter delivered supplied by Parent and Merger Sub to the Company immediately prior to dated as of the execution date hereof and certified by a duly authorized executive officer of this Agreement each of Parent and Merger Sub (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to as of the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by the Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed Subject to the exceptions and disclosures set forth in writing in the disclosure letter delivered by Parent to the Company immediately prior to on the execution of this Agreement Effective Date (the “Parent Disclosure Letter”), each of the Parent and Merger Sub Sub, jointly and severally represent severally, represents and warrant warrants to the Company and the Stockholder Parties as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter Parent Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in writing in the disclosure letter delivered by Parent to the Company immediately prior to dated as of the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:set forth below.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 5.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Subject to such exceptions as are disclosed in the disclosure letter Parent Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as fairly disclosed in a letter (the disclosure letter “Parent Disclosure Letter”) delivered by Parent to the Company by Parent immediately prior to the execution of this Agreement (it being agreed that disclosure of any item in any section of the “Parent Disclosure Letter”Letter shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding section or subsection of the disclosure letter delivered by Parent to the Company immediately prior to contemporaneously with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the disclosure letter delivered by Parent to the Company immediately in a letter delivered to it prior to the execution of this Agreement hereof (which letter shall contain appropriate references to identify the representations and warranties herein to which the information in such letter relates) (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the separate disclosure letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure LetterSchedule”), 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 disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”Letter (subject to Section 8.3(b)), 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 disclosed in the a separate disclosure letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, each of Parent and Merger Sub jointly and severally hereby represent and warrant to the Company that as followsof the date hereof:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub represent and warrant to the Company, except as disclosed set forth in the disclosure letter delivered supplied by Parent to and Merger Sub dated as of the Company immediately prior to the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement (the “Parent Disclosure Letter”)date hereof, Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company that except as follows:set forth in the disclosure letter delivered to the Company on the date of this Agreement ("Parent Disclosure Letter"):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter Disclosure Letter of even date herewith delivered by Parent and Merger Sub to the Company immediately prior to concurrently with the execution of this Agreement (the “"Parent Disclosure Letter”") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), 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 disclosed set forth in the disclosure Parent SEC Reports or the letter dated the date of this Agreement and delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the corresponding section of the separate disclosure letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), 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 disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately by Parent on or prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 4.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the written disclosure letter delivered by Parent to the Company immediately prior to in connection with the execution and delivery of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by of Parent to the Company immediately prior to the execution of this Agreement attached hereto as Exhibit D (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (and subject to Section 9.14 hereof), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 6.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by the Parent to and Merger Sub on the Company immediately prior to the execution of this Agreement date hereof (the “Parent Disclosure Letter”), the Parent and Merger Sub Sub, jointly and severally severally, hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter (subject to Section 9.12(c) of this Agreement) delivered by Parent to the Company immediately by Parent prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), it being understood and agreed that each item in a particular section of the Parent Disclosure Letter applies only to such section and to any other section to which its relevance is reasonably apparent on the face of such disclosure, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter letter, dated as of the date of this Agreement and delivered by Parent to the Company immediately prior to in connection with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), which disclosure shall be subject to Section 9.12, 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 disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by Xxxxxx and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter letter, dated as of the date of this Agreement, delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter Disclosure Letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), which identifies items of disclosure by reference to a particular Section or subsection of this Agreement, Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter dated as of the date of this Agreement delivered by Parent and Merger Sub to the Company immediately prior to or in connection with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter dated as of the date of this Agreement and delivered by Parent Xxxxxx and Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter letter, a true and correct copy of which has been delivered by Parent to the Company immediately on or prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:, except to the extent disclosed in the section of the disclosure letter dated the date of this Agreement and delivered by Parent with respect to this Agreement on or prior to the date hereof (the “Parent Disclosure Letter”):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that, except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 6.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:that: SECTION

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the section of the disclosure letter delivered by Parent to the Company immediately prior to by Parent and Merger Sub concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”)) that specifically relates to such section, or, if disclosed in another section of the Parent Disclosure Letter, is reasonably apparent from the substance of such disclosure to relate to such section, of this Article V below, Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”") (and subject to Section 9.13 hereof), 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 disclosed in the disclosure letter schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”Schedule"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)) simultaneously with the execution of this Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding section of the disclosure letter delivered by the Parent to the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in Concurrently with the disclosure letter execution and delivery of this Agreement, Parent and Merger Sub have delivered by Parent to the Company immediately prior to the execution of this Agreement a letter (the “Parent Disclosure Letter”)) setting forth, among other things, items the disclosure of which is necessary either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of the representations and warranties of Parent and Merger Sub contained in this ARTICLE IV. Each of Parent and Merger Sub, jointly and severally represent severally, hereby represents and warrant warrants to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement Date (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), 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 disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company, except as otherwise set forth in writing in appropriately corresponding sections of the disclosure letter supplied by Parent and Merger Sub to the Company dated as of the date hereof (the "PARENT DISCLOSURE LETTER"), as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except (i) as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Except, subject to the terms of Section 9.13, as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to in connection with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”") (and subject to Section 9.13 hereof), ------------------------ 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 disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), 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 disclosed set forth in the disclosure letter delivered by Parent to on the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally (in the case of Merger Sub, upon execution of the Joinder) hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed is provided in the disclosure letter delivered by Parent to the Company immediately at or prior to the execution of this Agreement by Parent (the “Parent Disclosure Letter”"PARENT DISCLOSURE SCHEDULE"), Parent represents and Merger Sub jointly and severally represent and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure LetterSchedule”‘), . Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Each of Parent and Merger Sub hereby represents and warrants to the Company that, except as disclosed otherwise set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), ) delivered by Parent and Merger Sub jointly and severally represent and warrant to the Company as followsconcurrently with the execution of this Agreement:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the confidential disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, 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 represent and warrant to the Company, except as disclosed otherwise set forth in writing in appropriately corresponding sections of the disclosure letter delivered supplied by Parent and Merger Sub to the Company immediately prior to dated as of the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter letter, a true and correct copy of which has been delivered by Parent to the Company immediately on or prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsand the Company Shareholders that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by letter, dated as of the date of this Agreement, from the Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure LetterSchedule”), 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 disclosed set forth in the disclosure letter delivered by Parent to the Company immediately by Parent on or prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement and signed by an executive officer of Parent (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and the Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the confidential disclosure letter delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement Agreement, attached hereto as Annex V (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the disclosure letter delivered by Parent to the Company immediately in a letter (the "Parent Disclosure Letter") delivered to it by Parent prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by the Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:: 4.1

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure LetterSchedule”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement on December 4, 2019 (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company, except as otherwise set forth in writing in appropriately corresponding sections of the disclosure letter supplied by Parent and Merger Sub to the Company dated as of the date hereof (the "PARENT DISCLOSURE LETTER"), as follows: 3.1 ORGANIZATION; STANDING AND POWER; CHARTER DOCUMENTS; SUBSIDIARIES.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedules delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter Parent Disclosure Letter delivered by Parent to the Company immediately prior to on the execution of this Agreement Date (the “Parent Disclosure Letter”), Parent and each of Merger Sub jointly and severally represent Parent represents and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed Subject to the disclosures set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and the Merger Sub jointly and severally Subs hereby represent and warrant to the Company and the Principal Company Stockholder as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter (subject to Section 8.13(c) of this Agreement) delivered by Parent to the Company immediately by Parent prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and the Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter that document of even date herewith delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the “Parent Disclosure LetterSchedule”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”"), each of Parent and Merger Sub hereby jointly and severally represent represents and warrant warrants to the Company as followsCompany:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement and signed by an executive officer of Parent (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows: