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

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except as disclosed in the Parent Public Documents furnished or filed prior to the date of this Agreement (including any documents incorporated by reference therein and excluding any disclosures set forth in any risk factor section or in any “forward-looking statements” section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or in the disclosure schedules delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedules”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of this Agreement and the Parent Disclosure Schedules to the extent that the relevance thereof is reasonably apparent on its face), Parent and each Merger Sub jointly and severally represent and warrant to the Company as follows as of the date of this Agreement and as of the Closing Date (other than such representations and warranties that are expressly made as of a certain date, which are made as of such date):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except (a) as disclosed in any form, document or report publicly filed with or publicly furnished to the SEC by Parent Public Documents furnished or filed any of its Subsidiaries at least five Business Days prior to the date of this Agreement hereof (including any documents incorporated by reference therein and excluding any disclosures set forth in any “risk factor section or in any factors,” “forward-looking statements” section or “market risk” or any similar section, in each case to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or (b) as disclosed in corresponding sections or subsections of the disclosure schedules schedule delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure SchedulesSchedule”) (), it being hereby acknowledged and agreed that disclosure of any item in any section or subsection of the Parent Disclosure Schedules Schedule shall be deemed disclosed only with respect to the corresponding section or subsection or any other section or subsection of this Agreement and the Parent Disclosure Schedules to the extent that the relevance thereof of such disclosure to such other section or subsection is reasonably apparent on its face), Parent and each Merger Sub Subs jointly and severally represent and warrant to the Company as follows as of the date of this Agreement and as of the Closing Date (other than such representations and warranties that are expressly made as of a certain date, which are made as of such date):follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except as disclosed (i) in the publicly available Parent Public SEC Documents (including the exhibits and schedules thereto) filed with or furnished or filed to the SEC since December 31, 2013 and prior to the date of this Agreement hereof (including any documents incorporated by reference therein and excluding any disclosures set forth in any such Parent SEC Document that is in any risk factor section section, or in any “forward-looking statements” other section to the extent they are forward-looking statements or cautionaryare similarly non-specific, predictive predictive, cautionary or forward-looking in nature), where the relevance of the information to a particular representation or warranty is reasonably apparent on the face of such disclosure, or (ii) or in the disclosure schedules schedule delivered by Parent to the Company concurrently with immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule” and together with the Company Disclosure Schedule, the “Disclosure Schedules”) (it being agreed provided that disclosure of any item in any section or subsection of the such Parent Disclosure Schedules Schedule shall be deemed disclosed with respect apply only to any other the corresponding section or subsection of this Agreement and the Parent Disclosure Schedules except to the extent that the relevance thereof it is reasonably apparent on its facethe face of such disclosure that such disclosure applies to another representation or warranty), Parent and each the Merger Sub Subs jointly and severally represent and warrant to the Company as follows as of the date of this Agreement and as of the Closing Date (other than such representations and warranties that are expressly made as of a certain date, which are made as of such date):follows: