REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB      Parent Clause Samples

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB      Parent and Merger Sub, jointly and severally, represent and warrant to Company, subject to the exceptions specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by Parent to Company dated as of the date hereof and certified by a duly authorized officer of Parent (the "Parent Disclosure Letter"), as follows: 3.1

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB      Parent and Merger Sub hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule previously delivered by Parent to the Company, the paragraphs of which are numbered to correspond to the Sections of this Agreement (the "Parent Disclosure Schedule"): Organization and Qualification; Subsidiaries. Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such power, authority and Approvals would not, individually or in the aggregate, have a Parent Material Adverse Effect. Parent and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Parent Material Adverse Effect. Certificate of Incorporation and Bylaws. Parent has heretofore furnished to the Company a complete and correct copy of the Certificate of Incorporation and Bylaws, as amended to date, of Parent and the Certificate of Incorporation and Bylaws, as amended to date, of Merger Sub. Such Certificates of Incorporation and Bylaws of Parent and Merger Sub are in full force and effect. Neither Parent nor any of its subsidiaries is in violation of any of the provisions of its charter documents. Capitalization. The authorized capital stock of Parent consists of (i) 600,000,000 shares of Parent Common Stock and (ii) 1,000,000 shares of Preferred Stock, $0.001 par value ("Parent Preferred Stock") were authorized, of which (x) 100,000 shares of Series A Preferred Stock were authorized, (y) 100,000 shares of Series B Preferred Stock were authorized, and (z) one share of special voting stock is authorized. As of December 31, 1999, (1) 349,825,511 shares of Parent Common Stock were issued and outstanding (including 107,753,682 shares of Parent Common Stock issuable upon exchange of the outstanding exchangeable shares of Parent's su...

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB      Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that: 3.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB      Parent and Merger Sub represent and warrant, jointly and severally, to the Company that the following are true and correct as of the date hereof and shall be true and correct as of the Effective Time, except where expressly stated to be true as of a specified date prior to the Effective Time, in which case it shall, as of the Effective Time, continue to be true as of such specified date: 3.1 Organization, Standing and Power. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on Parent. Parent has made available a true and correct copy of the Certificate of Incorporation and Bylaws of Parent and the Certificate of Incorporation and Bylaws of Merger Sub, each as amended to date, to the Company.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB      Parent and Merger Sub represent and warrant, jointly and severally, to the Company that the following are true and correct as of the date hereof and shall be true and correct as of the Effective Time except where expressly stated to be true as of a specified date prior to the Effective Time, in which case it shall, as of the Effective Time, continue to be true as of such specified date: 3.1

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB      Parent and Merger Sub, jointly and severally, represent and warrant to the Shareholders that the statements contained in this Article IV are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date as though made as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). 4.1