Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent and Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the disclosure letter, dated as of the date of this Agreement, from Parent and Sub to the Company (the "Parent Disclosure Letter") or in any Parent SEC Document filed and publicly available prior to the date of this Agreement (each, a "Filed Parent SEC Document"):

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent and Sub, jointly and severally, represent and warrant to the Company that, except Except as set forth in the disclosure letter, dated as of the date of this Agreement, from Parent and Sub letter delivered to the Company at or prior to the execution of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure Letter") ), or in any the Parent SEC Document filed Reports, Parent and publicly available prior to Sub jointly and severally represent, warrant, covenant and agree with the date of this Agreement (each, a "Filed Parent SEC Document"):Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent Except as disclosed in writing in a disclosure letter referring specifically to the representations and Sub, jointly warranties in this Agreement that specifically identifies the section and severally, represent subsection to which such disclosure relates and warrant that is delivered to the Company that, except as set forth in by the disclosure letter, dated as Parent and certified by a duly authorized officer of the date of this Agreement, from Parent and Sub to the Company (the "Parent Disclosure Letter") or in any Parent SEC Document filed and publicly available prior to the date of this Agreement the (each"Parent Schedules"), a "Filed Parent SEC Document"):represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent and Sub, Sub jointly and severally, severally represent and warrant to the Company thatCompany, as follows, except as set forth in (i) the Parent SEC Reports and (ii) the disclosure letter, dated as of the date of this Agreement, from letter delivered by Parent and Sub to the Company (the "Parent Disclosure Letter") on or in any Parent SEC Document filed and publicly available prior to the date of this Agreement hereof (eachthe “Parent Disclosure Letter”), a "Filed provided that Parent SEC Document"):and Sub make no representations or warranties with respect to Company and its subsidiaries:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Each of Parent and Sub, jointly Sub hereby represents and severally, represent and warrant warrants to the Company that, except in connection with the transactions contemplated hereby or as set forth in on Parent's disclosure letter (the disclosure letter, dated as of "PARENT DISCLOSURE LETTER") delivered concurrently with the date delivery of this Agreement, from Parent and Sub to the Company (the "Parent Disclosure Letter") or in any Parent SEC Document filed and publicly available prior to the date of this Agreement (each, a "Filed Parent SEC Document")::

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as disclosed in corresponding sections or subsections of the separate disclosure letter that has been delivered by Parent to the Company prior to the execution of this Agreement, including the documents attached to, or incorporated by reference in, such disclosure letter (the “Parent Disclosure Letter”), Parent and Sub, jointly and severally, Sub each represent and warrant to the Company that, except as set forth in the disclosure letter, dated as of the date of this Agreement, from Parent and Sub to the Company (the "Parent Disclosure Letter") or in any Parent SEC Document filed and publicly available prior to the date of this Agreement (each, a "Filed Parent SEC Document"):follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent Except as disclosed in writing in a disclosure letter referring specifically to the representations and Sub, jointly warranties in this Agreement that specifically identifies the section and severally, represent subsection to which such disclosure relates and warrant that is delivered to the Company that, except as set forth in by the disclosure letter, dated as Parent and certified by a duly authorized officer of the Parent prior to the date of this Agreement, from Parent or Sub, as the case may be, represents and Sub warrants to the Company (the "Parent Disclosure Letter") or in any Parent SEC Document filed and publicly available prior to the date of this Agreement (each, a "Filed Parent SEC Document"):as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Each of Parent and Sub, jointly Sub hereby represents and severally, represent and warrant warrants to the Company that, except in connection with the transactions contemplated hereby or as set forth in the on Parent's disclosure letter, dated as of the date of this Agreement, from Parent and Sub to the Company letter (the "Parent Disclosure Letter") or in any Parent SEC Document filed and publicly available prior to ------------------------ delivered concurrently with the date delivery of this Agreement (each, a "Filed Parent SEC Document"):Agreement:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as disclosed in a document referring specifically to the representations and warranties in this Agreement which identifies by section number the section and subsection to which such disclosure relates and is delivered by Parent to Company prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE"), Parent and Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure letter, dated as of the date of this Agreement, from Parent and Sub to the Company (the "Parent Disclosure Letter") or in any Parent SEC Document filed and publicly available prior to the date of this Agreement (each, a "Filed Parent SEC Document"):follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as disclosed in the disclosure letter (with the Section or subsection of this Agreement to which the information stated in such disclosure relates being readily apparent on its face) delivered by the Parent to the Company simultaneously with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the disclosure letter, dated as of the date of this Agreement, from Parent and Sub to the Company (the "Parent Disclosure Letter") or in any Parent SEC Document filed and publicly available prior to the date of this Agreement (each, a "Filed Parent SEC Document"):follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent and Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the disclosure letter, dated as of the date of this Agreement, from Parent and Sub to the Company (the "Parent Disclosure LetterPARENT DISCLOSURE LETTER") or in any Parent SEC Document filed and publicly available prior to the date of this Agreement (each, a "Filed Parent FILED PARENT SEC DocumentDOCUMENT"):

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as disclosed in writing in a disclosure letter referring specifically to the representations and warranties in this Agreement that specifically identifies the section and subsection to which such disclosure relates and that is delivered to the Company by the Parent and Subcertified by a duly authorized officer of the Parent prior to the date of this Agreement, jointly Parent and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure letter, dated as of the date of this Agreement, from Parent and Sub to the Company (the "Parent Disclosure Letter") or in any Parent SEC Document filed and publicly available prior to the date of this Agreement (each, a "Filed Parent SEC Document"):follows: