REPRESENTATIONS AND WARRANTIES OF THE TARGET AND TARGET STOCKHOLDER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE TARGET AND TARGET STOCKHOLDER. The Target and the Target Stockholder jointly and severally represent and warrant to the Buyer and the Transitory Subsidiary that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except (i) as set forth in the disclosure schedule accompanying this Agreement (the "Target Disclosure Schedule"), (ii) for any non-conformity resulting from matters authorized by the Pre-Closing Board during the Pre-Closing Period, as provided in Section 2(f), and (iii) those representations and warranties which address matters only as of a particular date, which representations and warranties are true and correct as of that date. The Target Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
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