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

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution Each of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to Company, subject to the Company as followsexceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company, subject to the exceptions specifically set forth in writing in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement concurrently herewith (the "Parent Disclosure Schedule") (each Section of which qualifies the correspondingly numbered representation, warranty or covenant to the extent specified therein), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company and signed by the Company and Parent for identification prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section section references, Parent and Merger Sub hereby hereby, jointly and severally severally, represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the correspondingly numbered Section of the Disclosure Schedule delivered Schedules or as contemplated by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"Section 5.17(b), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub each represents and warrants to the Company as follows, except as set forth in the on a Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution and delivery of this Agreement (the "Parent Disclosure Schedule"), each of which exceptions shall specifically identify exceptions by specific Section references, Parent the relevant subsection hereof to which it relates and Merger Sub hereby jointly shall be deemed to be representations and severally represent and warrant to the Company warranties as followsif made hereunder:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”) (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure schedule relates), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby hereby, jointly and severally severally, represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule") and the Parent SEC Reports (as defined in Section 4.07), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered concurrently with the execution of this Agreement by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”, and together with the Company Disclosure Schedule, the “Disclosure Schedule”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsof the date hereof and as of the Closing Date that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement disclosure schedule attached hereto (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by of Parent and Merger Sub attached hereto and delivered concurrently herewith that is arranged in Sections corresponding to the Company prior to the execution of numbered and lettered Sections contained in this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section referencesor the Parent SEC Reports filed prior to the date hereof, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent Parent, Acquirer Management and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify identifies exceptions by specific Section references, Parent Parent, Acquirer Management and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule"), ) and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which shall identify exceptions by specific Section referencessuch disclosure applies, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Parent Disclosure Schedule identifies the Section references(or, if applicable, subsection) to which such exception relates, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule written disclosure schedule prepared by Parent which is dated as of the date of this Agreement and has been delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement in connection herewith (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth may be disclosed in the Disclosure Schedule corresponding sections or subsections of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to by Parent on the execution of this Agreement date hereof (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule"), ) and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which shall identify exceptions by specific Section referencessuch disclosure applies, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Representative and the Company prior to the execution of concurrently with entry into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific are subject to the limitations and qualifications set forth in Section references10.2(c), each of Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered disclosure schedule prepared by Parent ▇▇▇▇▇▇ and Merger Sub and delivered to the Company prior to in connection with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby hereby, jointly and severally severally, represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule definitive disclosure schedule letter delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify identifies exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, subject to the exceptions specifically disclosed in writing in the disclosure schedule (referencing the appropriate section or subsection) supplied by Parent to the Company dated as of the date hereof (the “Parent Disclosure Schedule”), as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement hereof to the Company (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date of this Agreement as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule Schedules delivered by Parent and Merger Sub to the Company prior to on the execution of this Agreement Date (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and each of Merger Sub hereby jointly and severally represent Parent represents and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule section of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"), which shall identify exceptions by specific Section references”) that specifically relates to a specified section or subsection of this Article IV or any other section or subsection of this Agreement to the extent that it is reasonably apparent that such information is relevant to such other section or subsection, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, each of Parent and Merger Sub hereby jointly and severally represent represents and warrant warrants to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub each represents and warrants to the Company as follows, except as set forth in the on a Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution and delivery of this Agreement (the "Parent Disclosure ------ Schedule"), each of which exceptions shall specifically identify exceptions by specific Section references, Parent the relevant -------- subsection hereof to which it relates and Merger Sub hereby jointly shall be deemed to be representations and severally represent and warrant to the Company warranties as followsif made hereunder:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:set forth below.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule dated and delivered as of the date hereof by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"), which shall identify exceptions by specific ”) (in accordance with Section references, 10.12) each of Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule dated as of the date of this Agreement delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, each of Parent and Merger Sub hereby jointly and severally represent represents and warrant warrants to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule corresponding sections or subsections of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of by Parent concurrently with entering into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby Sub, jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the Parent Disclosure Schedule delivered by (or, pursuant to Section 10.2(b), as set forth in any section or subsection of the Parent and Merger Sub Disclosure Schedule to the Company prior to extent the execution applicability thereof is readily apparent from the face of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub hereby represent and warrant to the Company, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and paragraph numbers) delivered by the Parent to the Company prior to and the execution of this Agreement Principal Stockholders (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent ) and Merger Sub hereby jointly and severally represent and warrant to dated as of the Company date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to dated as of the execution date hereof and certified by a duly authorized officer of this Agreement Parent (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in As an inducement to the Disclosure Schedule delivered by Company to enter into this Agreement, Parent and Merger Sub to Sub, except as disclosed in Parent's disclosure schedule delivered concurrently with the Company prior to the execution delivery of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section referenceshereby, Parent and Merger Sub hereby jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule corresponding sections or subsections of the Parent disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement concurrently herewith (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement and making specific reference to the Section hereof as to which exception is made (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company at or prior to the execution of this Agreement hereof to the Company (the "Parent Disclosure Schedule") or in the Parent Reports (as defined below), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date of this Agreement as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to or concurrently with the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date hereof and as of the Effective Date as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule dated as of the date of this Agreement delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, each of Parent and Merger Sub hereby jointly and severally represent represents and warrant warrants to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in writing in the Disclosure Schedule Schedules being delivered by Parent and Merger Sub to the Company at or prior to the execution of this Agreement (the "Parent Disclosure Schedule")Agreement, which Disclosure Schedules shall identify exceptions by the specific Section referencessections or subsections in this Agreement to which each such disclosure relates, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedules delivered by Parent to the Company on the date hereof (the “Parent Disclosure Schedules”), each of Parent and Merger Sub to represents and warrants as of the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant date hereof to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent corresponding section of Parent’s and Merger Sub Sub’s disclosure schedule (and subject to Section 9.7(b)) delivered to the Company prior to the upon execution of this Agreement (the "“Parent Disclosure Schedule"” and, together with the Company Disclosure Schedule, the “Disclosure Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein) delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE"), which shall identify exceptions by specific Section referencesor in the Parent SEC Reports, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth otherwise disclosed in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement disclosure schedule attached hereto (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsfollows as of the date hereof:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule Schedules delivered by Parent and Merger Sub to the Company prior to on the execution of this Agreement date hereof (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and each of Merger Sub hereby jointly and severally represent Parent represents and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"), ”) and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which shall identify exceptions by specific Section referencessuch disclosure applies, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule corresponding section or subsection of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to simultaneously with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule disclosure letter delivered by the Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE LETTER"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date hereof as follows. All references to schedules in this Article V are intended as references to Schedules of the Parent Disclosure Letter:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in (i) the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by provides an exception to or -------------------------- otherwise qualifies in reasonable detail with specific Section references, the representations or warranties of Parent and Merger Sub specifically referred to therein, or (ii) in Parent SEC Reports (as defined in Section 4.05), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows, subject to the exceptions and qualifications set forth in the Parent Disclosure Schedule dated as of the date of this Agreement and delivered as a separate document (the "Parent Disclosure Schedule"), each section of which qualifies only the corresponding numbered representation(s) and warranty(ies) and no others:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule section of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references) that specifically relates to the correspondingly numbered section of this Article IV, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Representative and the Company prior to concurrently with the execution of entry into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific is subject to the limitations and qualifications set forth in Section references11.2(c), each of Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule disclosure schedule of even date herewith delivered by Parent and Merger Sub to the Company prior to contemporaneously with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth Subject to any exceptions that are specifically disclosed in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement Agreement, dated as of the date hereof (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub hereby represent and warrant to the Company that, except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to on the execution of this Agreement date hereof (the "Parent Disclosure Schedule"), ) (which shall identify Parent Disclosure Schedule sets forth the exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:representations and warranties contained in this Article V under captions referencing the Sections to which such exceptions apply):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed (any such disclosure being subject to Section 13.8) in the Parent Disclosure Schedule Schedules delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby Sub, jointly and severally severally, represent and warrant to the Company as follows:the matters following in this Article V.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the publicly available Parent Reports filed with the Agencies or as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE"), ) and making reference to the particular subsection of this Agreement to which shall identify exceptions by specific Section referencesexception is being taken, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by The Parent and the Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company Company, subject to the exceptions specifically disclosed in the schedules (anything disclosed in one schedule shall be deemed to have been disclosed in all other relevant schedules) supplied by the Parent to the Company, as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by the Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, the Parent and the Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in (i) the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by provides an exception to or otherwise -------------------------- qualifies in reasonable detail with specific Section references, the representations or warranties of Parent and Merger Sub specifically referred to therein, or (ii) in the Parent SEC Documents (as defined in Section 4.05), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule delivered by (it being understood and agreed that any information set forth in one section or subsection of the Parent Disclosure Schedule also shall be deemed to apply to each other section and Merger Sub to the Company prior to the execution subsection of this Agreement (the "Parent Disclosure Schedule"to which its applicability is reasonably apparent on its face), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby hereby, jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in Contemporaneously with the Disclosure Schedule delivered execution and delivery of this Agreement by Parent and Merger Sub to the Company prior Company, Parent and Merger Sub shall deliver to the execution of this Agreement Company a confidential disclosure schedule (the "“Parent Disclosure Schedule"”), which shall identify . Subject to the exceptions by specific Section referencesand qualifications set forth in the Parent Disclosure Schedule, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company Company, as of the date hereof, as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions ) or in the amendments to certain sections of the Parent Disclosure Schedule permitted by specific Section references7.15 hereof, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to correspondingly numbered Section of the Company prior to the execution of this Agreement disclosure schedules (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in Contemporaneously with the Disclosure Schedule delivered execution and delivery of this Agreement by Parent and Merger Sub to the Company prior Company, Parent and Merger Sub shall deliver to the execution of this Agreement Company a confidential disclosure schedule (the "“Parent Disclosure Schedule"”), which shall identify . Subject to the exceptions by specific Section referencesand qualifications set forth in the Parent Disclosure Schedule, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company Company, as of the date hereof and as of the Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule applicable portion of the disclosure schedule delivered by Parent to Company (the “Parent Disclosure Schedule”), Parent (sometimes including the UpSnap Subsidiary) and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule")hereby, which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally severally, represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement even date herewith (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly make the representations and severally represent and warrant warranties contained in this Article V to the Company as followsCompany:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall shall, subject to Section 9.10, identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the correspondingly numbered Section of the Parent Disclosure Schedule delivered by that relates to such Section or in another Section of the Parent and Merger Sub Disclosure Schedule to the Company prior extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section referencessuch Section, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent schedule of exceptions to Parent's and Merger Sub Sub's representations and warranties set forth herein delivered to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:set forth below: Disclosure made with reference to one or more schedules shall be deemed disclosed with respect to another schedule if and to the extent that such disclosure is clearly referenced on such other schedule.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Subject to such exceptions as set forth are specifically disclosed in the Disclosure Schedule disclosure schedule dated the date hereof and delivered by Parent and Merger Sub herewith to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date hereof and as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly-numbered representation and warranty or covenant to the extent specified therein), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution and delivery of this Agreement (the "PARENT DISCLOSURE SCHEDULE") and referenced in the Parent Disclosure Schedule"), Schedule to the section(s) of this Section 3 to which shall identify exceptions by specific Section referencessuch disclosure applies, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution Each of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and paragraph numbers) supplied as of the date hereof by Parent to Company (the “Parent Disclosure Schedule”), as follows, as of the date hereof and as of the Effective Time:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in As an inducement to the Disclosure Schedule delivered by Company to enter into this Agreement, Parent and Merger Sub to Sub, except as disclosed in the Company prior to Parent's disclosure schedule delivered concurrently with the execution delivery of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section referenceshereby, Parent and Merger Sub hereby jointly and severally severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent schedule of exceptions to Parent's and Merger Sub Sub's representations and warranties set forth herein delivered to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and --------------- Merger Sub hereby jointly and severally represent and warrant to the Company as follows:set forth below: Disclosure made with reference to one or more schedules shall be deemed disclosed with respect to another schedule if and to the extent that such disclosure is clearly referenced on such other schedule.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify identifies exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Parent Disclosure Schedule prepared in accordance with Section 12.18(c), dated of even date herewith and delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule disclosure schedules delivered by to the Company, corresponding to the Section of this Agreement to which the following representations or warranties pertain (the “Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby Sub, jointly and severally severally, represent and warrant to the Company as of the date hereof and as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company as follows, subject to the exceptions set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company (the “Parent Disclosure Schedule”) (subject to Section ‎8.14) below and the Parent SEC Reports filed publicly prior to the execution date of this Agreement, provided that as related to Merger Sub, its representations and warranties presented below as given as of the signing of this Agreement (are deemed given as of the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsformation of such entity:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), it being understood and agreed that each item in a particular section of the Parent Disclosure Schedule applies only to such section and to any other section to which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsits relevance is reasonably apparent:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Representative and the Company prior to the execution of concurrently with entry into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific are subject to the limitations and qualifications set forth in Section references11.2(d), Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") and which provides an exception to or otherwise qualifies the representations or warranties of Parent Disclosure Schedule"and Merger Sub specifically referred to therein, and in the Parent SEC Reports (as defined in Section 4.07), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"), which shall identify exceptions ”) or in the amendments to certain sections of the Parent Disclosure Schedule permitted by specific Section references7.15 hereof, Parent and 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 the publicly available Parent Reports filed with the Agencies or as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), ) and making reference to the particular subsection of this Agreement to which shall identify exceptions by specific Section referencesexception is being taken, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub hereby represent and warrant to the Company that, except as set forth in the Disclosure Schedule correspondingly numbered Section of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:”):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by the Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, the Parent and the Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule corresponding section or subsection of the amended and restated disclosure schedule delivered by Parent and Merger Sub to the Company prior to simultaneously with the execution and delivery of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Merger Sub Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub hereby represent and warrant to the Company that, as of the date of this Agreement, except as set forth in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement attached as Schedule 3 (the "Parent Disclosure Schedule"), which exceptions shall identify exceptions by specific Section references, Parent be deemed to be representations and Merger Sub hereby jointly and severally represent and warrant to the Company warranties as followsif made hereunder:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to on the execution of this Agreement date hereof (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows: