REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Parent represents and warrants to the Company that the statements contained in this ARTICLE III are true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE III; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE III. For purposes of this ARTICLE III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and key employees of the Parent and the accountants and attorneys of the Parent.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the Parent and the Acquisition Company represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated herein, except as set forth in the Parent’s disclosure schedules attached hereto (the “Parent Disclosure Schedules”) (it being agreed that any matter disclosed in any Section of the Parent Disclosure Schedules will be deemed to apply to and qualify the Section of this Article III to which it corresponds in number and each other Section of this Article III to the extent that it is reasonably apparent on its face that such information is applicable to such other Section) the Parent and the Acquisition Subsidiary represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article III are true and correct, except as set forth in the Parent Disclosure Schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Parent (the "Parent Disclosure Schedule"). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, and except to the extent that it is clear from the context thereof that such disclosure also applies to any other paragraph, the disclosures in any paragraph of the Parent Disclosure Schedule shall qualify only the corresponding paragraph in this Article III. For purposes of this Article III, the phrase "to the knowledge of the Parent" or any phrase of similar import shall be deemed to refer to the actual knowledge of Tina Sangha, the sole executive officer of the Parent, as well as any xxxxx xxxxledge which such executive officer would have possessed had she made reasonable inquiry with respect to the matter in question.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the Parent and the Acquisition Subsidiary hereby jointly and severally represents and warrants to the Company that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule attached hereto (the "Parent Disclosure Schedule"). The Parent Disclosure Schedule shall be initialed by the Parties and shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III; provided, however, that any matter disclosed in any Section hereof or on any part of the Parent Disclosure Schedule shall be deemed disclosed for purposes of every Section hereof and every part of the Parent Disclosure Schedule; provided further, that the Parent shall make a good faith effort to include any disclosure (by cross-reference or repeating the disclosure) that is required by more than one representation and warranty in each applicable portion of the Parent Disclosure Schedule. Organization of Parent and Acquisition Subsidiary. The Parent is a ------------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of Belgium with full corporate power and authority to own, lease and operate its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to own, lease and operate its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The Parent owns all of the issued and outstanding capital stock of the Acquisition Subsidiary. The Acquisition Subsidiary was formed solely for the purpose of the Merger and engaging in the transactions contemplated hereby. Except for obligations or liabilities incurred in connection with its incorporation, continuing existence or the transactions contemplated hereby, The Acquisition Subsidiary has not incurred, directly or indirectly through any subsidiary or affiliate, any obligations or liabilities or engaged in any business or activities of any kind whatsoever or entered into any agreements or arrangements with any person or entity. The copies of the Parent's Restated Articles of Incorporation and the Acquisition Subsidiary's Certi...

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