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 (x) as disclosed in the Parent SEC Documents filed with or furnished to the SEC prior to the Original Agreement Date and after January 1, 2019 (excluding any risk factor or forward-looking disclosures contained in such documents under the heading “Risk Factors,” and any disclosure of risks included in any “forward-looking statements” disclaimer, or other statements that are similarly nonspecific or predictive, cautionary, or forward-looking) or (y) as set forth in the disclosure letter delivered by Parent to the Company on the Original Agreement Date (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein and such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure), Parent and the Merger Subs represent and warrant to the Company, as of the Original Agreement Date and as of the Closing Date (except to the extent expressly made as of a different date, in which case as of such date), as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS. Except (x) as disclosed in the Parent SEC Documents filed with or furnished to the SEC prior to the Original Agreement Date date hereof and after January 1, 2019 (excluding any risk factor or forward-looking disclosures contained in such documents under the heading “Risk Factors,” and any disclosure of risks included in any “forward-looking statements” disclaimer, or other statements that are similarly nonspecific or predictive, cautionary, or forward-looking) or (y) as set forth in the disclosure letter delivered by Parent to the Company on immediately prior to the Original execution of this Agreement Date (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein and such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure), Parent and the Merger Subs represent and warrant to the Company, as of the Original Agreement Date and as of the Closing Date (except to the extent expressly made as of a different date, in which case as of such date), Company as follows: