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

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. Except as set forth in the disclosure schedule delivered by the Parent to the Company at the time of execution of this Agreement (the “Parent Disclosure Schedule”), the Parent and the Merger Sub represent and warrant to the Company as follows: (a) Organization, Standing and Corporate Power. Each of the Parent, the Merger Sub and the other Parent Subsidiaries (as defined in Section 3.03(b)) is (or at Closing will be) duly organized, validly existing and in good standing under the laws of the State of Nevada, as is applicable, and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Parent, the Merger Sub and the other Parent Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to the Parent.