REPRESENTATIONS AND WARRANTIES OF PARENT AND TITAN ACQUIRING SUB. Except as disclosed in the Parent SEC Reports (as defined in Section 4.5 hereof) or as set forth in the Parent Disclosure Schedule delivered by Parent to Telemate prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") (it being agreed that disclosure of any item in such schedules shall be deemed disclosure with respect to any section of this Agreement to which the reference of such item is reasonably apparent), Parent and Titan Acquiring Sub jointly and severally represent and warrant to Telemate that the following statements are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF PARENT AND TITAN ACQUIRING SUB. Parent and Titan Acquiring Sub hereby jointly and severally represent and warrant to Telemate that: (i) Parent and Titan Acquiring Sub have all necessary corporate power and authority to execute and deliver this Amendment and to perform their respective obligations under the Merger Agreement as amended hereby; (ii) the execution and delivery of this Amendment by Parent and Titan Acquiring Sub and the consummation by Parent and Titan Acquiring Sub of the transactions contemplated by the Merger Agreement as amended hereby have been duly and validly authorized by all necessary corporate action (other than shareholder approval as described in the Merger Agreement); and (iii) this Amendment has been duly executed and delivered by Parent and Titan Acquiring Sub and, assuming the due authorization, execution and delivery by Telemate, constitutes the legal, valid and binding obligation of Parent and Titan Acquiring Sub, enforceable against Parent and Titan Acquiring Sub in accordance with its terms.
