REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub hereby jointly and severally represent and warrant to the Company that: SECTION

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that: SECTION

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company, subject to such exceptions as are specifically disclosed in the Parent Disclosure Schedule (referencing the appropriate section and paragraph numbers) supplied by Parent to the Company and attached hereto as Exhibit K (the "Parent Disclosure Schedule"), as follows: 3.1 Organization, Standing and Power. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Each of Parent and Sub has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a Parent Material Adverse Effect (as defined below). Parent has made available a true and correct copy of the Certificate of Incorporation and Bylaws of Parent and the Articles of Incorporation and Bylaws of Sub, as amended to date, to counsel for the Company.

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant and, with respect to the covenants contained in Section 4.4 only, covenant to the Company as follows: Section