REPRESENTATIONS AND WARRANTIES OF PARENT HOLDINGS. Subject to Article II, Parent Holdings hereby represents and warrants to Golden State and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT HOLDINGS. 70 4.1. Corporate Organization....................................70 4.2. Capitalization............................................72 4.3. Authority; No Violation...................................74 4.4. Consents and Approvals....................................78 4.5. Reports...................................................79 4.6. Financial Statements......................................79 4.7. Broker's Fees.............................................82 4.8. Absence of Certain Changes or Events......................82 4.9.
REPRESENTATIONS AND WARRANTIES OF PARENT HOLDINGS. AND MERGER SUB Except as set forth in (a) other than with respect to Section 4.1, Section 4.2 and Section 4.3, the Parent Reports filed (which term, when used in this Agreement, shall for the avoidance of doubt include documents either furnished or filed with the SEC) on or after December 31, 2014 and prior to the date of this Agreement (excluding any risk factor disclosure contained in any such Parent Report under the heading “Risk Factors” or “Forward-Looking Information” or similar heading (other than any factual information contained under such headings)) and (b) the disclosure letter delivered to the Company by Parent at or prior to the execution hereof (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant to the extent specified therein and such other representations, warranties or covenants to the extent a matter in such section is disclosed in such a way as to make its relevance to such other representation, warranty or covenant reasonably apparent), Parent, Holdings and Merger Sub, jointly and severally, represent and warrant to the Company that:
