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

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except (a) as disclosed in, and reasonably apparent from, any report, schedule, form or other document filed with, or furnished to, the SEC by Parent and publicly available prior to the date of this Agreement, in each case filed with and made publicly available on or after January 1, 2014 (excluding, in each case, any disclosures set forth in any risk factor section and in any other section to the extent that they are cautionary, predictive or forward-looking in nature, and excluding any exhibits thereto), or (b) as disclosed in a correspondingly numbered section of the disclosure schedule (the “Parent Disclosure Schedule”) delivered by Parent and the Merger Subs to the Company prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article V, or to one or more of Parent’s covenants contained herein; provided, that, notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in such schedule shall not be deemed an admission that such item is required to be disclosed therein or represents a material exception or material fact, event or circumstance or that such item has had or would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided further, that the disclosure of any item in any section of the Parent Disclosure Schedule shall be deemed disclosed with respect to any other section of the Parent Disclosure Schedule to which such item is relevant, whether or not a specific cross reference appears, so long as the relevance is reasonably apparent from the face of such disclosure), Parent and each Merger Sub, jointly and severally, hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except as set forth in (a) as disclosed in, and reasonably apparent from, any report, schedule, form or other document filed with, or furnished to, Parent’s filings with the SEC required by Parent and publicly available prior to the date of this Agreement, in each case filed with and made publicly available on Securities Act or after January 1, 2014 the Exchange Act (excluding, in each case, excluding any disclosures set forth in any risk factor section and in of any such report entitled “Risk Factors” or “Forward-Looking Statements” or any other section disclosures included in such filings to the extent that they are cautionary, predictive or forward-looking in nature, and excluding any exhibits thereto), ) or (b) as disclosed in a correspondingly numbered section of the disclosure schedule of Parent and Merger Subs delivered to the Company concurrently herewith (the “Parent Disclosure Schedule”) delivered by Parent and the Merger Subs (with specific reference to the Company prior to the execution section of this Agreement to which the information stated in such Parent Disclosure Schedule relates; provided that (which schedule sets forth, among i) disclosure in any section of such Parent Disclosure Schedule shall be deemed to be disclosed with respect to any other things, items the disclosure Section of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article V, or to one or more of Parent’s covenants contained herein; provided, that, notwithstanding anything in this Agreement to the contrary, extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable or relevant to such other Section and (ii) the mere inclusion of an item in such schedule Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item is required to be disclosed therein or represents a material exception or material fact, event or circumstance or that such item has had or would, individually or in the aggregate, reasonably be expected to would have a Parent Material Adverse Effect; provided further, that the disclosure of any item in any section of the Parent Disclosure Schedule shall be deemed disclosed with respect to any other section of the Parent Disclosure Schedule to which such item is relevant, whether or not a specific cross reference appears, so long Effect (as the relevance is reasonably apparent from the face of such disclosurehereinafter defined)), Parent and each Merger Sub, jointly and severally, Subs hereby represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS. Except as (a) as otherwise disclosed inin a letter (the “Parent Disclosure Letter”) delivered to the Company by Parent prior to the execution of this Agreement (which Parent Disclosure Letter shall in each case specifically identify by reference to sections of this Agreement any exceptions to each of the representations, warranties and covenants contained in this Agreement, with the understanding, however, that any disclosure in the Parent Disclosure Letter with respect to any particular representation, warranty or covenant shall also qualify other representations, warranties and covenants if it is reasonably apparent fromon its face of such disclosure that such information is relevant to such representation, any report, schedule, form warranty or covenant) or (b) disclosed in the Parent SEC Documents and the Subsidiary SEC Documents (excluding exhibits and other document information incorporated therein) filed with, or furnished to, the SEC by Parent and publicly available on the SEC’s ▇▇▇▇▇ website not less than four (4) Business Days prior to the date of this Agreement, in each case filed with and made publicly available on or after January 1, 2014 Agreement (excluding, in each case, any disclosures set forth in excluding any risk factor disclosures contained in the “Risk Factors” section and thereof, any disclosure of risks contained in any “forward-looking statements” disclaimer or any other section to the extent disclosure of risks or any other statements that they are cautionary, predictive or forward-looking in nature, and excluding any exhibits thereto), or (b) as disclosed in a correspondingly numbered section of the disclosure schedule (the “Parent Disclosure Schedule”) delivered by Parent and the Merger Subs to the Company prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article V, or to one or more of Parent’s covenants contained herein; provided, thathowever, notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item that any such disclosures in such schedule Parent SEC Documents and Subsidiary SEC Documents shall be deemed to qualify a representation or warranty only if it is reasonably apparent on the face of such disclosure that such information is relevant to such representation or warranty; provided, further, that the disclosures in the Parent SEC Documents and the Subsidiary SEC Documents shall not be deemed an admission that such item is required to be disclosed therein qualify any representations or represents a material exception warranties made in Sections 4.3, 4.4 or material fact, event or circumstance or that such item has had or would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided further, that the disclosure of any item in any section of the Parent Disclosure Schedule shall be deemed disclosed with respect to any other section of the Parent Disclosure Schedule to which such item is relevant, whether or not a specific cross reference appears, so long as the relevance is reasonably apparent from the face of such disclosure)4.7, Parent and each Merger Sub, Subs jointly and severally, hereby severally represent and warrant to the Company as follows: