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

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith delivered by Parent to Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule") corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Parent represents and warrants to Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith delivered by Parent to the Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule") corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Parent represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith disclosure schedule delivered by Parent to the Company prior to concurrently with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"Letter”) corresponding (each section of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Parent represents and warrants to Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that the applicable section of the document of even date herewith disclosure schedule delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section (it being agreed that disclosure of this Agreement to which any of the following representations and warranties specifically relate or as disclosed item in another any section of the Parent Disclosure Schedule if it shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementsuch disclosure), Parent represents and warrants Merger Sub jointly represent and warrant to the Company as follows:set forth below.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Except, with respect to any Section of this Article V, as disclosed set forth in that the section of the document of even date herewith disclosure schedule delivered by Parent to the Company prior to on the execution and delivery date of this Agreement (the "“Parent Disclosure Schedule"”) corresponding that relates to the such Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if to the extent it is reasonably apparent on from the face text of the such disclosure that it such disclosure is applicable to another Section of this Agreementsuch other Section, Parent represents and warrants Merger Sub hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith disclosure schedule delivered by Parent to the Company (the “Parent Disclosure Schedule”) prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule") corresponding with specific reference to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another this Article IV to which the information in such schedule relates, provided that any disclosure set forth in any section of the Parent Disclosure Schedule if will be deemed set forth for purposes of any other section to the extent that it is reasonably apparent on the face of the that such disclosure that it is applicable relevant to another Section of this Agreementsuch other section), Parent represents and warrants Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as expressly disclosed in that section of the document of even date herewith delivered by Parent to Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule") corresponding to the -------------------------- Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementrelate, Parent represents and warrants to Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of set forth on the document of even date herewith disclosure schedule delivered by Parent to the Company prior to contemporaneously with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding (it being agreed that disclosure of any item in any section of the Parent Disclosure Schedule shall also be deemed disclosure with respect to the any other Section of this Agreement to which any the relevance of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it such item is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementsuch disclosure), Parent represents and warrants Merger Sub hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the a document of even date herewith and delivered by Parent to the Company prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the "Parent Disclosure Schedule") corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement), Parent represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except As a material inducement to the Company to enter into this Agreement, except as disclosed in that section of the document of even date herewith disclosure Schedules delivered to the Company by Parent to Company prior to the execution and delivery of this Agreement Merger Sub concurrently herewith (the "“Parent Disclosure Schedule"”) corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of (it being understood (a) that the Parent Disclosure Schedule if it is reasonably apparent on shall be arranged in sections corresponding to the face of the disclosure that it is applicable to another Section Sections of this AgreementAgreement and (b) Section 1.4(g) shall apply to this Article V and the disclosures set forth in the Parent Disclosure Schedule), Parent represents and warrants Merger Sub hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section the corresponding numbered sections of the document of even date herewith Disclosure Schedule delivered by the Parent to the Company prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section (it being agreed that disclosure of this Agreement to which any of the following representations and warranties specifically relate or as disclosed item in another any section of the Parent Disclosure Schedule if it shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on its face), the face Parent and Merger Sub represent and warrant to the Company as of the disclosure that it is applicable to another Section of this Agreement, Parent represents and warrants to Company date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith set forth on Schedule D delivered by Parent to the Company prior to on the execution and delivery of this Agreement date hereof (the "“Parent Disclosure Schedule") corresponding ”), the section numbers of which are numbered to correspond to the Section section numbers of this Agreement to which they refer, it being agreed that disclosure of any of the following representations and warranties specifically relate or as disclosed item in another any section of the Parent Disclosure Schedule if it shall also be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementapparent, Parent represents and warrants Merger Sub hereby make the following representations and warranties to Company as followsthe Company:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as with respect to matters set forth in the Parent Disclosure Schedules (it being agreed that any matter disclosed in that the Parent Disclosure Schedules with respect to any section of the document of even date herewith delivered by Parent to Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule") corresponding shall be deemed to have been disclosed with respect to any other section to the Section extent the applicability thereto is reasonably apparent from the face of such disclosure), Parent and each Merger Sub jointly and severally represent and warrant to the Company as of the date of this Agreement to which any and as of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Parent represents and warrants to Company Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section the corresponding numbered sections of the document of even date herewith Disclosure Schedule delivered by Parent to the Company prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section (it being agreed that disclosure of this Agreement to which any of the following representations and warranties specifically relate or as disclosed item in another any section of the Parent Disclosure Schedule if it shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementits face), Parent represents and warrants Merger Sub jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith a separate disclosure schedule which has been delivered by the Parent and Merger Sub to the Company prior to the execution and delivery date of this Agreement (the "PARENT DISCLOSURE SCHEDULE") (which Parent Disclosure Schedule") corresponding Schedule shall contain appropriate references to identify the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed herein to which the information in another section of the such Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementrelates), Parent represents and warrants Merger Sub hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in that section the correspondingly numbered Section of the document disclosure schedules, dated as of even the date herewith of this Agreement and delivered by Parent to the Company prior to concurrently with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule") corresponding Schedules”), Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Section of this Agreement to which any of the following representations Company and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Parent represents and warrants to Company Joway as follows, provided, however, that any representation or warranty set forth in this ARTICLE IV that relates solely to Parent shall be deemed to be made only by Parent::

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of writing in the document of even date herewith Disclosure Schedule being delivered by Parent to Company at or prior to the execution and delivery of this Agreement (Agreement, which Disclosure Schedule shall identify the "Parent Disclosure Schedule") corresponding to the Section of specific sections or subsections in this Agreement to which any of the following representations and warranties specifically relate each such disclosure relates, or as disclosed in another section of Exchange Act reports filed with, or furnished to, as applicable, the SEC by Parent Disclosure Schedule if it is reasonably apparent on prior to the face of the disclosure that it is applicable to another Section date of this Agreement, Parent represents and warrants Merger Sub hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the Parent SEC Documents (as defined in Section 3.5) or in a document of even date herewith and delivered by Parent to the Company prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the "Parent Disclosure Schedule") corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement), Parent represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in that section the corresponding sections or subsections of the document of even date herewith disclosure schedule delivered to the Company by Parent to Company prior to the execution and delivery of entering into this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section (it being agreed that disclosure of this Agreement to which any of the following representations and warranties specifically relate item in any section or as disclosed in another section subsection of the Parent Disclosure Schedule if it shall be deemed disclosure with respect to any section or subsection to which the relevance of such item is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementits face), Parent represents hereby represent and warrants warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith delivered by Parent to Company prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Parent represents and warrants to Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent SEC Documents or in that section of the document of even date herewith delivered by Parent to Company prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Parent represents and warrants to Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in that section of the document disclosure schedule of even date herewith delivered by Parent to Company prior to the execution and in connection with delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably readily apparent on the face of the from such disclosure that it is applicable to another Section section of this Agreement, Parent represents and warrants Merger Sub represent and warrant to Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of set forth on the document of even date herewith disclosure schedule delivered by Parent to the Company prior to contemporaneously with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding (it being agreed that disclosure of any item in any section of the Parent Disclosure Schedule shall also be deemed disclosure with respect to the any other Section of this Agreement to which any the relevance of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it such item is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementsuch disclosure), Parent represents and warrants Merger Sub hereby, jointly and severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith delivered by Parent to the Company prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule") corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement”), Parent represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that the applicable section of the document of even date herewith disclosure schedule delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section (it being agreed that disclosure of this Agreement to which any of the following representations and warranties specifically relate or as disclosed item in another any section of the Parent Disclosure Schedule if it shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementapparent), Parent represents and warrants Merger Sub jointly represent and warrant to the Company as follows:set forth below.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section the corresponding numbered sections of the document of even date herewith Disclosure Schedule delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE") corresponding to the Section (it being agreed that disclosure of this Agreement to which any of the following representations and warranties specifically relate or as disclosed item in another any section of the Parent Disclosure Schedule if it shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementits face), Parent represents and warrants Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in that section the corresponding sections of the document of even date herewith disclosure letter delivered by Parent to the Company prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section (it being agreed that disclosure of this Agreement to which any of the following representations and warranties specifically relate or as disclosed item in another any section of the Parent Disclosure Schedule if it shall be deemed to be disclosed with respect to any other section of the Parent Disclosure Schedule to the extent the relevance of such item to such other section is reasonably apparent on its face to the face of the disclosure that it is applicable to another Section of this AgreementCompany without independent inquiry), Parent represents and warrants Merger Sub hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith disclosure schedule delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule") corresponding to the Section ”), it being agreed that disclosure of this Agreement to which any of the following representations and warranties specifically relate or as disclosed item in another any section of the Parent Disclosure Schedule if it shall also be deemed disclosure with respect to any other section of this Article IV to which the relevance of such item is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreementits face, Parent represents and warrants Merger Sub represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in that section of the document of even date herewith delivered by Parent to Company prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”) corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Parent Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Parent represents and warrants to Company Company, as of December 31, 2003 through the date hereof, as follows: