REPRESENTATIONS AND WARRANTIES OF PARENT AND SPINCO. Parent and Spinco hereby represent and warrant to Company, subject to (i) the documents, agreements and transactions contemplated by this Agreement, (ii) the exceptions disclosed in writing in the disclosure letter, dated as of the date hereof, delivered by Parent and Spinco to Company and Merger Sub concurrently with the execution and delivery of the Original Agreement, accepted by Company, and deemed redelivered by Parent and Spinco and accepted by Company for purposes of this Agreement (the "Parent Schedules"), and (iii) the information set forth in any Parent SEC Reports (as defined in Section 4.8(a) hereof) filed by Parent -------------- with the SEC prior to the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND SPINCO. A-23 4.1 Organization and Good Standing.............................. A-23 4.2
