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

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure letter delivered to the Company at or prior to the execution of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure Letter"), or in the Parent Reports, Parent and Sub jointly and severally represent, warrant, covenant and agree with the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except Parent and Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the disclosure letter delivered letter, dated as of the date of this Agreement, from Parent and Sub to the Company at or prior to the execution of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure Letter"), ) or in any Parent SEC Document filed and publicly available prior to the date of this Agreement (each, a "Filed Parent Reports, Parent and Sub jointly and severally represent, warrant, covenant and agree with the Company as follows:SEC Document"):

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except Each of Parent and Sub hereby represents and warrants to the Company that, except in connection with the transactions contemplated hereby or as set forth in the on Parent's disclosure letter delivered to the Company at or prior to the execution of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure LetterPARENT DISCLOSURE LETTER"), or in the Parent Reports, Parent and Sub jointly and severally represent, warrant, covenant and agree ) delivered concurrently with the Company as followsdelivery of this Agreement:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth disclosed in the writing in a disclosure letter referring specifically to the representations and warranties in this Agreement that specifically identifies the section and subsection to which such disclosure relates and that is delivered to the Company at or by the Parent and certified by a duly authorized officer of the Parent prior to the execution date of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure LetterSchedules"), or in the Parent Reports, Parent represents and Sub jointly and severally represent, warrant, covenant and agree with warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure letter delivered to the Company at or prior to the execution of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure Letter"), or in the Parent Reports, Parent and Sub jointly and severally representrepresent and warrant to the Company, warrantas follows, covenant except as set forth in (i) the Parent SEC Reports and agree with (ii) the disclosure letter delivered by Parent to the Company as followson or prior to the date hereof (the “Parent Disclosure Letter”), provided that Parent and Sub make no representations or warranties with respect to Company and its subsidiaries:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth disclosed in the disclosure letter (with the Section or subsection of this Agreement to which the information stated in such disclosure relates being readily apparent on its face) delivered by the Parent to the Company at or prior to simultaneously with the execution of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "“Parent Disclosure Letter"”), or in the Parent Reports, Parent and Sub Sub, jointly and severally representseverally, warrant, covenant represent and agree with warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except Parent and Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the disclosure letter delivered letter, dated as of the date of this Agreement, from Parent and Sub to the Company at (the "PARENT DISCLOSURE LETTER") or in any Parent SEC Document filed and publicly available prior to the execution of this Agreement by Parent, which shall refer to the relevant Sections date of this Agreement (the each, a "Parent Disclosure LetterFILED PARENT SEC DOCUMENT"), or in the Parent Reports, Parent and Sub jointly and severally represent, warrant, covenant and agree with the Company as follows:):

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth disclosed in corresponding sections or subsections of the separate disclosure letter that has been delivered by Parent to the Company at or prior to the execution of this Agreement Agreement, including the documents attached to, or incorporated by Parentreference in, which shall refer to the relevant Sections of this Agreement such disclosure letter (the "“Parent Disclosure Letter"”), or in the Parent Reports, Parent and Sub jointly each represent and severally represent, warrant, covenant and agree with warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth disclosed in the writing in a disclosure letter referring specifically to the representations and warranties in this Agreement that specifically identifies the section and subsection to which such disclosure relates and that is delivered to the Company at or by the Parent and certified by a duly authorized officer of the Parent prior to the execution date of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure Letter"), or in the Parent ReportsAgreement, Parent and Sub jointly represent and severally represent, warrant, covenant and agree with warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth disclosed in the writing in a disclosure letter referring specifically to the representations and warranties in this Agreement that specifically identifies the section and subsection to which such disclosure relates and that is delivered to the Company at or by the Parent and certified by a duly authorized officer of the Parent prior to the execution date of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure Letter"), or in the Parent ReportsAgreement, Parent or Sub, as the case may be, represents and Sub jointly and severally represent, warrant, covenant and agree with warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth disclosed in the disclosure letter delivered a document referring specifically to the representations and warranties in this Agreement which identifies by section number the section and subsection to which such disclosure relates and is delivered by Parent to Company at or prior to the execution of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure LetterPARENT DISCLOSURE SCHEDULE"), or in the Parent Reports, Parent and Sub jointly represent and severally represent, warrant, covenant and agree with the warrant to Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except Each of Parent and Sub hereby represents and warrants to the Company that, except in connection with the transactions contemplated hereby or as set forth in the on Parent's disclosure letter delivered to the Company at or prior to the execution of this Agreement by Parent, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure Letter"), or in the Parent Reports, Parent and Sub jointly and severally represent, warrant, covenant and agree ) ------------------------ delivered concurrently with the Company as followsdelivery of this Agreement: