REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. Parent and the Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. Each of ----------------------------------------------------------- Parent and the Merger Sub hereby represents and warrants to Holder that: it is a corporation duly formed under the laws of the states of their respective incorporations; it has all requisite corporate power and authority to enter into and perform all its obligations under this Agreement; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its part; this Agreement has been duly executed and delivered by it; and this Agreement constitutes a valid and binding agreement on its part, enforceable in accordance with its terms, subject to applicable bankruptcy insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. Parent and the Merger Sub hereby represent and warrant to the Company as follows as of each of (a) the Agreement Date and (b) the Closing Date, subject in each case to such exceptions as are set forth in the Parent Disclosure Schedule attached to this Agreement (the “Parent Disclosure Schedule”):
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. Parent and the Merger Sub hereby represent and warrant to the Company that, except as otherwise disclosed in Parent's Annual Report on Form 10-K for the fiscal year ended June 30, 1999 (the "Parent's Latest 10-K") or Parent's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (the "Parent's Latest 10-Q"), each of the following:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. As of the date hereof and as of the Closing Date, Parent and the Merger Sub hereby represent and warrant to the Company, subject only to such exceptions as are specifically disclosed in the Schedule of Exceptions (each of which disclosures, in order to be effective, shall indicate the Section and, if applicable, the Subsection of this Article 3 to which it relates, unless and only to the extent the relevance to other representations and warranties is readily apparent from the actual text of the disclosures without independent knowledge on the part of the reader regarding the disclosures) delivered by Parent and the Merger Sub to the Company (the “Parent Schedule of Exceptions”) concurrently with the execution and delivery of this Agreement as to the matters specified in this Article 3:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. Except as set forth in the disclosure schedule delivered by Parent and the Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule”), with each item specifically disclosed in the Parent Disclosure Schedule constituting an exception (i) to the representation, warranty, covenant or agreement contained in the correspondingly numbered Section or Subsection of this Agreement and (ii) to all other representations, warranties, covenants and agreements in this Agreement to the extent that the relevance of the disclosed information to such representations, warranties, covenants and agreements is reasonably apparent from the text of such disclosure, notwithstanding the presence or absence of an appropriate Section or Subsection of the Disclosure Schedules with respect to such other representations, warranties, covenants and agreements, or an appropriate cross-reference thereto, Parent and the Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. 27 Section 4.01.
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and the Merger Sub to the Company concurrently with the execution of this Agreement (the "Parent Disclosure Schedule") or in the Parent SEC Reports (as defined in -------------------------- Section 4.07), Parent and the Merger Sub, hereby represent and warrant to the Company and the Shareholders that the statements in this Article IV are true and correct. Any matter disclosed or cross-referenced in one section of the Company Disclosure Schedule shall be deemed disclosed for all purposes of the Company Disclosure Schedule to the extent that the Agreement requires such disclosure and to the extent that the relevance and significance of such disclosure are evident from said disclosure or cross-reference.
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. 35 Section 3.1 Organization and Standing ................................................................................... 35 Section 3.2
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUB. Except as set forth in, other than with respect to Sections 4.1 and 4.2, the Parent SEC Documents filed on or after December 31, 2011 and prior to the date of this Agreement (excluding any disclosures set forth in any risk factor section, any disclosures in any section relating to forward looking statements and any other disclosures included therein that are predictive, cautionary or forward-looking in nature), to the extent a matter is disclosed in such Parent SEC Document in such a way as to make its relevance to the applicable representation or warranty reasonably apparent, Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company as follows:
