Representations and Warranties of Parent, Taro and Sub. Parent, Taro and Sub represent and warrant to the Company as follows:
(a) Organization, Standing and Corporate Power. Each of Parent, Taro, Sub and each Parent Significant Subsidiary (as hereinafter defined) is a corporation, partnership or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite power and authority to carry on its business as now being conducted. Each of Parent, Taro, Sub and each of Parent's subsidiaries (each a "Parent Subsidiary") is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified (individually or in the aggregate) would not (i) have a material adverse effect on the business, properties, condition (financial or otherwise) or results of operations of Parent and the Parent Subsidiaries, taken as a whole, or (ii) prevent or materially delay Parent from performing its obligations under this Agreement (a "Parent Material Adverse Effect"). Parent has made available to the Company complete and correct copies of its Articles of Amalgamation and By-laws, the Certificate of Incorporation and By-Laws of Taro, the Certificate of Incorporation and By-Laws of Sub and, to the extent requested by the Company, the certificates of incorporation and by-laws or comparable organizational documents of the Parent Significant Subsidiaries, in each case as amended to the date of this Agreement. For purposes of this Agreement, a "Parent Significant Subsidiary" means the Parent Subsidiaries set forth in Section 3.02(a) of the letter from Parent, dated the date of this Agreement, addressed to the Company (the "Parent Disclosure Letter"). Parent has no subsidiaries that constitute a significant subsidiary of Parent within the meaning of Rule 1-02 of Regulation S-X of the SEC
