Common use of REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent) or (B) Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about Market Risk” and other disclosures that are predictive, cautionary, or forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on the face of the disclosure in such Schedule) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about About Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward forward-looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents represent and warrants warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth (a) in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (ai) the correspondingly numbered representation, warranty or covenant if specified therein and (bii) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on the face of such disclosure) or (Bb) in the Acquiror SEC Reports Documents filed or furnished by Acquiror on or prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports Documents under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about About Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (y) any exhibits or other documents appended theretonature), each of Acquiror and Merger Sub represents and warrants to the Company as of the date hereof and as of the Closing as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on its face) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof before December 12, 2021 (excluding (xi) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ” or “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (yii) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty warranty, or covenant if specified therein and (b) such other representations, warranties warranties, or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty warranty, or covenant is reasonably apparent) or (B) Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Forward- Looking Statements,” or “Qualitative and Quantitative Disclosures about Market Risk” and other disclosures that are predictive, cautionary, or forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on its face) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof after August 20, 2020 (excluding (xi) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ” or “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (yii) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Disclosure Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on its face) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof before October 12, 2022 (excluding (xi) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ” or “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (yii) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub Sub, jointly and severally, represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (ai) the correspondingly numbered representation, warranty or covenant if specified therein and (bii) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent) or (B) Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof (excluding (xi) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about Market Risk” and other disclosures that are predictive, cautionary, or forward looking in nature and (yii) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (a) the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (ai) the correspondingly numbered representation, warranty or covenant if specified therein and (bii) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent) or (Bb) Acquiror SEC Reports the registration statements, reports, schedules, forms, statements and other documents filed or furnished with the SEC by Acquiror on or prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about About Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (y) any exhibits or other documents appended theretonature), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Disclosure Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof after June 26, 2019 (excluding (xi) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about About Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (yii) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on its face) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof after June 24, 2020 (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements” or “Quantitative and Qualitative and Quantitative Disclosures about About Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on its face) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof after July 28, 2020 (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about About Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on its face) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof after September 30, 2020 (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about About Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty warranty, or covenant if specified therein and (b) such other representations, warranties warranties, or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty warranty, or covenant is reasonably apparent) or (B) Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements,” or “Qualitative and Quantitative Disclosures about Market Risk” and other disclosures that are predictive, cautionary, or forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on its face) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof after March 14, 2019 (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about About Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparentapparent on its face) or (B) in the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof after December 31, 2020 (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, ,” “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about About Market Risk” and other disclosures that are predictive, cautionary, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company Company, as of the date hereof and as of the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) the Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent) or (B) the Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about Market Risk” and other disclosures that are predictive, cautionary, or forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represents and warrants to the Company as follows: