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

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 or any of its Subsidiaries at least five Business Days prior to the date hereof (excluding any disclosures set forth in any “risk factors,” “forward-looking statements” or “market risk” or any similar section, in each case to the extent they are cautionary, predictive or forward-looking in nature) or (b) as disclosed in corresponding sections or subsections of the disclosure schedule delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), it being hereby acknowledged and agreed that disclosure of any item in any section or subsection of the Parent Disclosure Schedule shall be deemed disclosed only with respect to the corresponding section or subsection or any other section or subsection of this Agreement to the extent that the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, Parent and Merger Subs jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except Subject to such exceptions as are disclosed (ai) as disclosed in any form, document or report publicly filed with or publicly furnished to the SEC by Parent or any of its Subsidiaries at least five Business Days prior to the date hereof (excluding any disclosures set forth in any “risk factors,” “forward-looking statements” or “market risk” or any similar specific section, in each case to the extent they are cautionary, predictive subsection or forwardsub-looking in nature) or (b) as disclosed in corresponding sections or subsections clause of the disclosure schedule schedule, if any, delivered by Parent to the Company concurrently with on the date hereof prior to the execution of this Agreement and delivery hereof (the “Parent Disclosure Schedule”)) that corresponds to the specific section, it being hereby acknowledged subsection or sub-clause of each representation and agreed warranty set forth in this Article III (provided, however, that disclosure of any item information set forth in any section a section, subsection or subsection sub-clause of the Parent Disclosure Schedule shall be deemed to be disclosed only with respect to for purposes of, and shall qualify, the corresponding section or section, subsection or any other section or subsection sub-clause of this Agreement to the extent that the relevance and any other section, subsection or sub-clause of such disclosure to such other section or subsection this Agreement, where it is reasonably apparent on its facethe face of such disclosure that such information applies to such other section, subsection or sub-clause) or (ii) in the Parent SEC Documents (other than in any “risk factor” disclosure or any other forward looking statements set forth therein), each of Parent and the Merger Subs jointly hereby represents and severally represent and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except (a) as disclosed (i) in any form, document or report the publicly available Parent SEC Documents (including the exhibits and schedules thereto) filed with or publicly furnished to the SEC by Parent or any of its Subsidiaries at least five Business Days since December 31, 2013 and prior to the date hereof (excluding any disclosures set forth in any “such Parent SEC Document that is in any risk factors,” “forward-looking statements” or “market risk” or any similar factor section, or in each case any other section to the extent they are cautionaryforward-looking statements or are 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 (bii) as disclosed in corresponding sections or subsections of the disclosure 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 hereby acknowledged and agreed ) (provided that disclosure of any item in any section or subsection of the such Parent Disclosure Schedule shall be deemed disclosed apply only with respect to the corresponding section or subsection or any other section or subsection of this Agreement except to the extent that the relevance of such disclosure to such other section or subsection it is reasonably apparent on its facethe face of such disclosure that such disclosure applies to another representation or warranty), Parent and the Merger Subs jointly and severally represent and warrant to the Company as follows: