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

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except as set forth in (a) Parent’s filings with the SEC required by the Securities Act or the Exchange Act (excluding any disclosures set forth in any section of any such report entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the extent that they are forward-looking in nature) or (b) in the disclosure schedule of Parent and Merger Subs delivered to the Company concurrently herewith (the “Parent Disclosure Schedule”) (with specific reference to the section of this Agreement to which the information stated in such Parent Disclosure Schedule relates; provided that (i) disclosure in any section of such Parent Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable or relevant to such other Section and (ii) the mere inclusion of an item in such Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would have a Parent Material Adverse Effect (as hereinafter defined)), Parent and Merger Subs hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except as set forth in (a) Parent’s filings with as disclosed in, and reasonably apparent from, any report, schedule, form or other document filed with, or furnished to, the SEC required by Parent and publicly available prior to the Securities Act date of this Agreement, in each case filed with and made publicly available on or the Exchange Act after January 1, 2014 (excluding excluding, in each case, any disclosures set forth in any risk factor section of any such report entitled “Risk Factors” or “Forward-Looking Statements” or and in any other disclosures included in such filings section to the extent that they are cautionary, predictive or forward-looking in nature) , and excluding any exhibits thereto), or (b) as disclosed in a correspondingly numbered section of the disclosure schedule of Parent and Merger Subs delivered to the Company concurrently herewith (the “Parent Disclosure Schedule”) (with specific reference delivered by Parent and the Merger Subs to the section Company prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to which the information stated an express disclosure requirement contained in such Parent Disclosure Schedule relatesa provision hereof or as an exception to one or more representations or warranties contained in this Article V, or to one or more of Parent’s covenants contained herein; provided that (i) disclosure provided, that, notwithstanding anything in any section of such Parent Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable or relevant to such other Section and (ii) contrary, the mere inclusion of an item in such Parent Disclosure Schedule as an exception to a representation or warranty schedule shall not be deemed an admission that such item is required to be disclosed therein or represents a material exception or material fact, event or circumstance or that such item has had or would would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (Effect; provided further, that the disclosure of any item in any section of the Parent Disclosure Schedule shall be deemed disclosed with respect to any other section of the Parent Disclosure Schedule to which such item is relevant, whether or not a specific cross reference appears, so long as hereinafter defined)the relevance is reasonably apparent from the face of such disclosure), Parent and each Merger Subs Sub, jointly and severally, hereby represent and warrant to the Company as follows: