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

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents hereby, jointly and warrants severally, represent and warrant to the Company, subject to the exceptions specifically disclosed set forth in writing in the disclosure schedule delivered by Parent to the Company concurrently herewith (the "Parent Disclosure Schedule") (each Section of which qualifies the correspondingly numbered representation, all such exceptions warranty or covenant to be referenced to a specific representation set forth in this Article Vthe extent specified therein), thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent to the Company and signed by the Company and Parent for identification prior to the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), which shall identify exceptions by specific section references, Parent and Merger Sub hereby represents hereby, jointly and warrants to Companyseverally, subject represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as set forth in the disclosure schedule attached hereto (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as set forth in the disclosure schedule delivered by Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in Company concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), all such exceptions Parent and Merger Sub hereby, jointly and severally, represent and warrant to be referenced to a specific representation set forth in this Article V, the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule of Parent and Merger Sub hereby represents attached hereto and warrants to Company, subject delivered concurrently herewith that is arranged in Sections corresponding to the exceptions specifically disclosed numbered and lettered Sections contained in this Agreement (the “Parent Disclosure Schedule”), all such exceptions or the Parent SEC Reports filed prior to be referenced the date hereof, Parent and Merger Sub hereby represent and warrant to a specific representation set forth in this Article V, thatthe Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the "Parent Disclosure Schedule") and the Parent SEC Reports (as defined in Section 4.07), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered concurrently with the execution of this Agreement by Parent and Merger Sub to the Company (the “Parent Disclosure Schedule”, and together with the Company Disclosure Schedule, the “Disclosure Schedule”), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in Company as of the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, date hereof and as of the Closing Date that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE"), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby each represents and warrants to Companythe Company as follows, subject except as set forth on a Disclosure Schedule delivered by Parent concurrently with the execution and delivery of this Agreement (the "Parent ------ Schedule"), each of which exceptions shall specifically identify the relevant -------- subsection hereof to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions which it relates and shall be deemed to be referenced to a specific representation set forth in this Article V, thatrepresentations and warranties as if made hereunder:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule dated and delivered as of the date hereof by Parent and Merger Sub to the Company (the “Parent Disclosure Schedule”) (in accordance with Section 10.12) each of Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company, subject to the such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and paragraph numbers) delivered by the Parent to the Company and the Principal Stockholders (the "Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, that") and dated as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as set forth in the disclosure schedule delivered by Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), all which Parent Disclosure Schedule identifies the Section (or, if applicable, subsection) to which such exceptions exception relates, Parent and Merger Sub represent and warrant to be referenced to a specific representation set forth in this Article V, thatthe Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the written disclosure schedule prepared by Parent which is dated as of the date of this Agreement and has been delivered by Parent to the Company in connection herewith (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement and making specific reference to the Section hereof as to which exception is made (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule dated as of the date of this Agreement delivered by Parent and Merger Sub to the Company ("Parent Disclosure Schedule"), each of Parent and Merger Sub hereby jointly and severally represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company, subject to the exceptions specifically disclosed in writing in the disclosure schedule (referencing the appropriate section or subsection) supplied by Parent to the Company dated as of the date hereof (the “Parent Disclosure Schedule”), all such exceptions to be referenced to a specific representation set forth in this Article V, thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as set forth in the disclosure schedule delivered prior to the execution hereof to the Company (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in Company as of the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in date of this Article V, thatAgreement as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in a separate disclosure schedule which has been delivered by the Parent and Merger Sub to the Company prior to the date of this Agreement (the "Parent Disclosure Schedule") (which Parent Disclosure Schedule shall contain appropriate references to identify the representations and warranties herein to which the information in such Parent Disclosure Schedule relates), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Parent Disclosure Schedules delivered by Parent to the Company on the Agreement Date (the “Parent Disclosure Schedules”), each of Parent and Merger Sub hereby and Parent represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically Except as disclosed in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule") and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which such disclosure applies, all such exceptions Parent and Merger Sub jointly and severally represent and warrant to be referenced to a specific representation set forth in this Article V, thatthe Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in writing in the Disclosure Schedules being delivered at or prior to the execution of this Agreement, which Disclosure Schedules shall identify the specific sections or subsections in this Agreement to which each such disclosure relates, Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed Company that, as of the date of this Agreement, except as set forth in the Parent Disclosure Schedule attached as Schedule 3 (“Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, that:”):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to or concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in Company as of the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatdate hereof and as of the Effective Date as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the corresponding sections or subsections of the disclosure schedule delivered to the Company by Parent concurrently with entering into this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represents Sub, jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the corresponding sections or subsections of the Parent Disclosure Schedule (or, pursuant to Section 10.2(b), as set forth in any section or subsection of the Parent Disclosure Schedule to the extent the applicability thereof is readily apparent from the face of the Parent Disclosure Schedule), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as set forth in the disclosure schedule delivered at or prior to the execution hereof to the Company (the "Parent Disclosure Schedule") or in the Parent Reports (as defined below), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in Company as of the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in date of this Article V, thatAgreement as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule prepared by Xxxxxx and Merger Sub and delivered to the Company in connection with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represents hereby, jointly and warrants to Companyseverally, subject represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the definitive disclosure schedule letter delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth on the Disclosure Schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), each of Parent and Merger Sub hereby jointly and severally represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Parent and Merger Sub jointly and severally represent and warrant to Company, subject to such exceptions as are disclosed in writing in the disclosure letter supplied by Parent to Company dated as of the date hereof (the "Parent Schedule"), which disclosure shall provide an exception to or otherwise qualify the representations and warranties of Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed contained in the Parent Disclosure Schedulesection of this Agreement corresponding by number to such disclosure, all such exceptions to be referenced to a specific representation set forth in this Article V, thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the corresponding sections or subsections of the Parent disclosure schedule delivered to the Company concurrently herewith (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the disclosure schedule delivered by Parent to the Company dated as of the date hereof and certified by a duly authorized officer of Parent (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth on the disclosure schedule delivered by Parent to the Representative and the Company concurrently with entry into this Agreement (the “Parent Disclosure Schedule”), which are subject to the limitations and qualifications set forth in Section 10.2(c), each of Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in Company as of the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatdate hereof as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as disclosed in the Disclosure Schedule delivered by Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule") and referenced in the Parent Disclosure ScheduleSchedule to the section(s) of this Section 3 to which such disclosure applies, all such exceptions Parent and Merger Sub represent and warrant to be referenced to a specific representation set forth in this Article V, thatthe Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby represents and warrants to CompanySub, subject to the exceptions specifically except as disclosed in Parent's disclosure schedule delivered concurrently with the delivery of this Agreement (the "Parent Disclosure Schedule"), all such exceptions hereby, jointly and severally, represent and warrant to be referenced to a specific representation set forth in this Article V, thatthe Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule dated as of the date of this Agreement delivered by Parent and Merger Sub to the Company (“Parent Disclosure Schedule”), each of Parent and Merger Sub hereby jointly and severally represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent, Acquirer Management and Merger Sub to the Company concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), which identifies exceptions by specific Section references, Parent, Acquirer Management and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as set forth on the Disclosure Schedule delivered by Parent and Merger Sub hereby represents at the Closing, Parent and warrants Merger Sub represent and warrant to the Company, subject to as of the exceptions specifically disclosed in the Parent Disclosure Scheduledate hereof, all such exceptions to be referenced to a specific representation set forth in this Article V, thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule”), which identifies exceptions by specific Section references, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") and which provides an exception to or otherwise qualifies the representations or warranties of Parent and Merger Sub hereby represents specifically referred to therein, and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure ScheduleSEC Reports (as defined in Section 4.07), all such exceptions Parent and Merger Sub hereby jointly and severally represent and warrant to be referenced to a specific representation set forth in this Article V, the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to Company, Except as disclosed (any such disclosure being subject to the exceptions specifically disclosed Section 13.8) in the Parent Disclosure ScheduleSchedules delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedules”), all such exceptions Parent and Merger Sub, jointly and severally, represent and warrant to be referenced to a specific representation set forth the Company the matters following in this Article V, that:V.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the publicly available Parent Reports filed with the Agencies or as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") and making reference to the particular subsection of this Agreement to which exception is being taken, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in (i) the disclosure schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), which provides an exception to or otherwise -------------------------- qualifies in reasonable detail with specific Section references, the representations or warranties of Parent and Merger Sub hereby represents and warrants specifically referred to Companytherein, subject to the exceptions specifically disclosed or (ii) in the Parent Disclosure ScheduleSEC Documents (as defined in Section 4.05), all such exceptions Parent and Merger Sub hereby jointly and severally represent and warrant to be referenced to a specific representation set forth in this Article V, the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement, which disclosure schedule shall specifically identify by section the representations and warranties of Parent and the Merger Sub qualified by such disclosure (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the correspondingly numbered Section of the disclosure schedules (the “Parent Disclosure Schedules”), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in (i) the disclosure schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), which provides an exception to or -------------------------- otherwise qualifies in reasonable detail with specific Section references, the representations or warranties of Parent and Merger Sub specifically referred to therein, or (ii) in Parent SEC Reports (as defined in Section 4.05), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed Company that, as of the date of this Agreement, except as set forth in the Parent Disclosure Schedule attached as Schedule 3 ("Parent Disclosure Schedule"), all such which exceptions shall be deemed to be referenced to a specific representation set forth in this Article V, thatrepresentations and warranties as if made hereunder:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Subject to any exceptions that are specifically disclosed in the disclosure schedule delivered by Parent to the Company concurrently with the execution of this Agreement, dated as of the date hereof (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which identifies exceptions by specific Section references, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the Parent Disclosure Schedule delivered by the Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific section references, the Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the section of the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule") that specifically relates to the correspondingly numbered section of this Article IV, Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the correspondingly numbered Section of the Parent Disclosure Schedule that relates to such Section or in another Section of the Parent Disclosure Schedule to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall, subject to Section 9.10, identify exceptions by specific Section references, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the "Parent Disclosure Schedule") and which provides an exception to or otherwise qualifies in reasonable detail with specific Section references, the representations or warranties Parent and Merger Sub specifically referred to therein, except where readily apparent from the language in the Parent Disclosure Schedule that such disclosure also applies to another Section, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation Except as set forth in the schedule of exceptions to Parent's and Merger Sub's representations and warranties set forth herein delivered to the Company prior to the execution of this Article VAgreement ("Parent Schedule"), that:Parent and --------------- Merger Sub represent and warrant to the Company as set forth below: Disclosure made with reference to one or more schedules shall be deemed disclosed with respect to another schedule if and to the extent that such disclosure is clearly referenced on such other schedule.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth on the applicable portion of the disclosure schedule delivered by Parent to Company (the “Parent Disclosure Schedule”), Parent (sometimes including the UpSnap Subsidiary) and Merger Sub hereby represents hereby, jointly and warrants to Companyseverally, subject represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as set forth on the Parent Disclosure Schedule appended to this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub Sub, jointly and severally, hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as specifically set forth in the written disclosure schedule prepared by Parent which is dated as of the date of this Agreement and was previously delivered by Parent to the Company in connection herewith (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the corresponding number and subsection of the Parent disclosure schedule delivered to the Company concurrently herewith (the "PARENT DISCLOSURE SCHEDULE"), or in such other number and subsection of the Parent Disclosure Schedule where the applicability of such exception is reasonably apparent, as an inducement to the Company entering into this Agreement and completing the transactions contemplated hereby, Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Subject to such exceptions as are specifically disclosed in the disclosure schedule dated the date hereof and delivered herewith to the Company (the “Parent Schedules”), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in Company as of the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatdate hereof and as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to Company, subject to the such exceptions as are specifically disclosed in writing in the disclosure schedule supplied by Parent Disclosure to Company dated as of the date hereof (the "Parent Schedule, all such exceptions to be referenced to ") referencing a specific representation set forth in this Article Vrepresentation, thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth on the disclosure schedule delivered by Parent to the Representative and the Company concurrently with the entry into this Agreement (the “Parent Disclosure Schedule”), which is subject to the limitations and qualifications set forth in Section 11.2(c), each of Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the disclosure schedule of even date herewith delivered by Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in Company contemporaneously with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), all such exceptions Parent and Merger Sub represent and warrant to be referenced to a specific representation set forth in this Article V, thatthe Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Parent Disclosure Schedules delivered by Parent to the Company on the date hereof (the “Parent Disclosure Schedules”), each of Parent and Merger Sub hereby and Parent represents and warrants to Company, subject to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to Companythe Company as follows, subject to the exceptions specifically disclosed and qualifications set forth in the Parent Disclosure Schedule dated as of the date of this Agreement and delivered as a separate document (the "Parent Disclosure Schedule"), all such exceptions to be referenced to a specific representation set forth in this Article V, thateach section of which qualifies only the corresponding numbered representation(s) and warranty(ies) and no others:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the corresponding section of Parent’s and Merger Sub’s disclosure schedule (and subject to Section 9.7(b)) delivered to the Company upon execution of this Agreement (the “Parent Disclosure Schedule” and, together with the Company Disclosure Schedule, the “Disclosure Schedules”), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the corresponding section or subsection of the disclosure schedule delivered by Parent to the Company simultaneously with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the applicable section or subsection of the disclosure schedule delivered by Parent to the Company in connection with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the schedule of exceptions to Parent's and Merger Sub's representations and warranties set forth herein delivered to the Company prior to the execution of this Agreement ("Parent Schedule"), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation Company as set forth in this Article V, that:below: Disclosure made with reference to one or more schedules shall be deemed disclosed with respect to another schedule if and to the extent that such disclosure is clearly referenced on such other schedule.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed Company that, except as set forth in the correspondingly numbered Section of the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, that:”):

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by the Parent to Company prior to the execution of this Agreement (the “Parent Disclosure Schedule”), the Parent and the Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as otherwise set forth in the Disclosure Schedule delivered by Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically disclosed in Company at or prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly numbered representation and warranty to the extent specified therein), Parent Disclosure Schedule, all such exceptions and Merger Sub represent and warrant to be referenced to a specific representation set forth in this Article V, thatthe Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Contemporaneously with the execution and delivery of this Agreement by Parent and Merger Sub hereby represents and warrants to the Company, subject Parent and Merger Sub shall deliver to the Company a confidential disclosure schedule (the “Parent Disclosure Schedule”). Subject to the exceptions specifically disclosed and qualifications set forth in the Parent Disclosure Schedule, all such exceptions Parent and Merger Sub hereby jointly and severally represent and warrant to be referenced to a specific representation set forth in this Article Vthe Company, thatas of the date hereof, as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the correspondingly numbered Section of the disclosure schedules, dated as of the date of this Agreement and delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedules”), Parent and Merger Sub Sub, jointly and severally, hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure ScheduleCompany and Joway as follows, all such exceptions to be referenced to a specific provided, however, that any representation or warranty set forth in this Article V, thatARTICLE IV that relates solely to Parent shall be deemed to be made only by Parent::

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule") or in the amendments to certain sections of the Parent Disclosure Schedule permitted by Section 7.15 hereof, Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of The Parent and the Merger Sub hereby represents represent and warrants warrant to the Company, subject to the exceptions specifically disclosed in the schedules (anything disclosed in one schedule shall be deemed to have been disclosed in all other relevant schedules) supplied by the Parent Disclosure Scheduleto the Company, all such exceptions to be referenced to a specific representation set forth in this Article V, thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by the Parent to Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), the Parent and the Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as disclosed in the disclosure schedules delivered to the Company, corresponding to the Section of this Agreement to which the following representations or warranties pertain (the “Parent and Merger Sub hereby represents Disclosure Schedules”), Parent and warrants to CompanyMerger Sub, subject jointly and severally, represent and warrant to the exceptions specifically disclosed in Company as of the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatdate hereof and as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub Sub, jointly and severally, hereby represents represent and warrants warrant to Companythe Company as follows, subject to the exceptions specifically disclosed set forth in the Disclosure Schedule delivered by Parent to the Company (the “Parent Disclosure Schedule”) (subject to Section ‎8.14) below and the Parent SEC Reports filed publicly prior to the date of this Agreement, all provided that as related to Merger Sub, its representations and warranties presented below as given as of the signing of this Agreement are deemed given as of the formation of such exceptions to be referenced to a specific representation set forth in this Article V, thatentity:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents hereby, jointly and warrants to Companyseverally, subject represent and warrant to the exceptions specifically disclosed Company that, except as set forth on the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule”), it being understood and agreed that each item in a particular section of the Parent Disclosure Schedule, all Schedule applies only to such exceptions section and to be referenced any other section to a specific representation set forth in this Article V, thatwhich its relevance is reasonably apparent:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as specifically set forth, by reference to a particular section of this Agreement, on the Disclosure Schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), -------------------------- Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as set forth in Parent’s disclosure schedule provided herewith (the “Parent Disclosure Schedule”), Parent and Merger Sub Sub, severally but not jointly, each hereby represents and warrants to the Company, subject as of the date hereof, except to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced extent certain representations and warranties are limited to a specific representation certain date set forth in this Article Vthe applicable section, thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Contemporaneously with the execution and delivery of this Agreement by Parent and Merger Sub hereby represents and warrants to the Company, subject Parent and Merger Sub shall deliver to the Company a confidential disclosure schedule (the “Parent Disclosure Schedule”). Subject to the exceptions specifically disclosed and qualifications set forth in the Parent Disclosure Schedule, all such exceptions Parent and Merger Sub hereby jointly and severally represent and warrant to be referenced to a specific representation set forth in this Article Vthe Company, thatas of the date hereof and as of the Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the corresponding section or subsection of the amended and restated disclosure schedule delivered by Parent to the Company simultaneously with the execution and delivery of this Agreement (the "Parent Disclosure Schedule"), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE"), Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly-numbered representation and warranty or covenant to the extent specified therein), Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically Except as disclosed in the Parent Disclosure ScheduleSchedule delivered by Parent and Merger Sub to the Company prior to the execution and delivery of this Agreement (the "PARENT DISCLOSURE SCHEDULE") and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which such disclosure applies, all such exceptions Parent and Merger Sub jointly and severally represent and warrant to be referenced to a specific representation set forth in this Article V, thatthe Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to the Company, subject to the such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and paragraph numbers) supplied as of the date hereof by Parent to Company (the “Parent Disclosure Schedule”), all such exceptions to be referenced to a specific representation set forth in this Article Vas follows, thatas of the date hereof and as of the Effective Time:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to Company, subject to the exceptions specifically Except as disclosed in the Parent Disclosure ScheduleSchedules delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedules”), all such exceptions Parent and Merger Sub, jointly and severally, represent and warrant to be referenced to a specific representation set forth the Company the matters following in this Article V, that:V.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule”), which shall, subject to Section 9.10, identify exceptions by specific Section references, Parent and Merger Sub hereby represents jointly and warrants to Company, subject severally represent and warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule”), as of the date of this Agreement, Parent and Merger Sub hereby represents represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, thatCompany as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Merger Sub Disclosure Schedule"), Parent and Merger Sub hereby represents severally represent and warrants to Company, subject warrant to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby each represents and warrants to Companythe Company as follows, subject except as set forth on a Disclosure Schedule delivered by Parent concurrently with the execution and delivery of this Agreement (the "PARENT SCHEDULE"), each of which exceptions shall specifically identify the relevant subsection hereof to the exceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions which it relates and shall be deemed to be referenced to a specific representation set forth in this Article V, thatrepresentations and warranties made hereunder: