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

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS. Except (a) as disclosed or reflected in (or incorporated by reference into) the Company SEC Documents filed with the SEC or furnished to the SEC after October 21, 2024 and prior to the date of this Agreement (but excluding disclosure of risks included in any “Risk Factors” section or “forward-looking statements” disclaimer or any other statements that are similarly predictive, cautionary, protective or forward-looking in nature, in each case, other than any specific factual information contained therein), or (b) as set forth in the disclosure letter delivered by Parent and the Merger Subs to the Company prior to the execution of this Agreement (the “Parent and Merger Subs Disclosure Letter”) (it being agreed that disclosure of any information in a particular section or subsection of the Parent and Merger Subs Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such information is reasonably apparent on the face of such disclosure), Parent, Merger Sub I and Merger Sub II, jointly and severally, represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS. Except Parent and the Merger Subs each hereby represents and warrants to the Company that, except (a) other than with respect to Section 4.3(a) and the first sentence of, and clause (i) of the second sentence of, Section 4.3(b), as disclosed in the Parent SEC Reports filed with, or reflected in (or incorporated by reference into) the Company SEC Documents filed with furnished to, the SEC on or furnished to the SEC after October 21February 28, 2024 2016 and publicly available no less than one (1) Business Day prior to the date of this Agreement (but excluding disclosure of risks included in any disclosures set forth therein under the heading “Risk Factors” section (other than factual information contained therein) or in any “forward-looking statements” disclaimer or any other statements that disclosures to the extent they are similarly predictive, cautionary, protective predictive or forward-looking in nature, in each case, other than any specific factual information contained therein), ) or (b) as set forth in the corresponding sections or subsections of the disclosure letter schedules delivered to the Company by Parent and the Merger Subs to the Company prior to the execution of concurrently with entering into this Agreement (the “Parent and Merger Subs Disclosure LetterSchedule”) (), it being agreed that disclosure of any information item in a particular any section or subsection of the Parent and Merger Subs Disclosure Letter Schedule shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such information item is reasonably apparent on the face of such disclosure), Parent, Merger Sub I and Merger Sub II, jointly and severally, represent and warrant to the Company as followsits face:

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS. Except as disclosed in (a) as disclosed or reflected in (or incorporated by reference into) the Company Parent SEC Documents filed or publicly furnished with the SEC on or furnished to the SEC after October 21December 31, 2024 2021, and prior to the date of this Agreement (but excluding any disclosure of risks included contained in any such Parent SEC Documents under the heading “Risk Factors” section or “forwardCautionary Statement about Forward-looking statementsLooking Statements” disclaimer or any other statements that are similarly predictive, cautionary, protective or forward-looking in nature, in each case, similar heading (other than any specific factual information contained thereinwithin such headings, disclosure or statements)), or (b) as set forth in the disclosure letter delivered by Parent and the Merger Subs to the Company (the “Parent Disclosure Schedule”) prior to the execution of this Agreement (the “provided, however, that (i) disclosure in any section of such Parent and Merger Subs Disclosure Letter”) (it being agreed that disclosure of any information in a particular section or subsection of the Parent and Merger Subs Disclosure Letter Schedule shall be deemed disclosure to be disclosed with respect to any other section or subsection of this Agreement to which the relevance of such information extent that it is reasonably apparent on the face of such disclosuredisclosure that it is applicable to such other section notwithstanding the omission of a reference or cross reference thereto and (ii) the mere inclusion of an item in such Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Parent Material Adverse Effect), Parent, Merger Sub I Parent represents and Merger Sub II, jointly and severally, represent and warrant warrants to the Company as follows: