Common use of REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. Each Parent Entity, jointly and severally, represents and warrants to the Company Entities that, except (a) as set forth in the disclosure letter dated the date of this Agreement (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure letter relates; provided, however, that any information set forth in one section of such disclosure letter shall be deemed to apply to each other Section or subsection thereof or hereof to which its relevance is reasonably apparent) delivered by Parent to the Company Entities prior to the execution of this Agreement (the “Parent Disclosure Letter”) or (b) as disclosed in the Filed Parent SEC Documents (excluding any exhibits to any Filed Parent SEC Documents or any disclosures contained in any part of any Filed Parent SEC Documents entitled “Risk Factors”, disclosures set forth in any “Forward-Looking Statements” disclaimer or any other disclosures set forth in the Filed Parent SEC Documents to the extent they are cautionary, non-specific or predictive in nature; it being understood that any factual information contained within such headings, disclosures or statements shall not be excluded):

REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. Each Parent Entity, jointly and severally, represents and warrants to the Company Entities that, except Except as disclosed in (a) as set forth the Parent SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2020, and prior to the Execution Date (but excluding any disclosure contained in any such Parent SEC Documents under the heading “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995” or similar heading (other than any factual information contained within such headings, disclosure or statements)), or (b) the disclosure letter dated the date of this Agreement (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure letter relates; provided, however, that any information set forth in one section of such disclosure letter shall be deemed to apply to each other Section or subsection thereof or hereof to which its relevance is reasonably apparent) delivered by Parent to Partnership (the Company Entities “Parent Disclosure Schedule”) prior to the execution of this Agreement (the “provided, however, that (i) any disclosure in any section of such Parent Disclosure Letter”) or (b) as Schedule shall be deemed to be disclosed in the Filed Parent SEC Documents (excluding any exhibits with respect to any Filed Parent SEC Documents or any disclosures contained in any part other section of any Filed Parent SEC Documents entitled “Risk Factors”, disclosures set forth in any “Forward-Looking Statements” disclaimer or any other disclosures set forth in the Filed Parent SEC Documents this Agreement to the extent they are cautionary, non-specific that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or predictive cross reference thereto and (ii) the mere inclusion of an item in nature; it being understood that any factual information contained within such headings, disclosures Parent Disclosure Schedule as an exception to a representation or statements warranty shall not be excluded):deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Parent Material Adverse Effect), the Parent Entities represent and warrant, jointly and severally, to Partnership as follows: