AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, as follows:
AND MERGER SUB. Except (i) as set forth in the disclosure letter (the “Buyer Disclosure Letter”) delivered to the Company by Buyer concurrently with entering into this Agreement (it being understood that any information set forth in one section or subsection of the Buyer Disclosure Letter shall be deemed to apply to and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to which the relevance of such disclosure is readily apparent on its face) or (ii) as disclosed in the Buyer SEC Reports (as defined herein) filed prior to the date of this Agreement (other than any forward-looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward-looking statements and any other similar disclosures included therein to the extent they are primarily predictive or forward-looking in nature), Buyer hereby represents and warrants to the Company that:
AND MERGER SUB. Except as set forth in the PubCo Disclosure Schedule attached hereto (the "PubCo Disclosure Schedule"), PubCo and Merger Sub, jointly and severally, hereby represent and warrant to the Company as follows:
AND MERGER SUB. All rights of creditors and obligees and all liens on property of PBI and Merger Sub shall be preserved and unimpaired.
AND MERGER SUB. 2 Except as set forth in the corresponding sections or subsections of a disclosure letter delivered to JPI prior to the execution of this Agreement (the “BGCP Disclosure Letter”) (it being agreed that disclosure of any item in any Section or Subsection of the BGCP Disclosure Letter shall be deemed disclosure with respect to any other Section or Subsection to which the relevance of such item is reasonably apparent on the face of such disclosure) BGCP, Merger Sub 1 and Merger Sub 2 jointly and severally represent and warrant to JPI, New JPI and the Signing Stockholders as follows:
AND MERGER SUB. Buyer and Merger Sub jointly and severally represent, warrant and agree, as of the May 21, 2004 and, other than any representation made as of a specified date, as of the Closing Date, as follows, provided that the representations in the third and fourth sentences of Section 4.1 and in Section 4.5 are made as of the date of this Agreement and not as of May 21, 2004:
AND MERGER SUB. Each of Acquisition Corp. and Merger Sub hereby represents and warrants to the Company as of the date hereof and as of the Effective Time as follows:
AND MERGER SUB. Each of the Buyer and Merger Sub represents and warrants to the Company as follows:
AND MERGER SUB. Except as set forth in the Company Disclosure Schedules (each of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein, and the information set forth in one section of the Company Disclosure Schedules shall be deemed to apply to all other sections or subsections thereof to the extent that the applicability of such information to such other sections or subsections is reasonably apparent on its face), each of Holdco and Merger Sub represents and warrants to the Shareholders and VIH, as of the date hereof and as of the Closing, as follows:
AND MERGER SUB. Except as disclosed in a document of even date herewith delivered by the Purchaser to Company (the “Purchaser Disclosure Schedule”), which Purchaser Disclosure Schedule is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article 5 (and the disclosure in any such numbered and lettered section therein shall qualify the corresponding subsection in this Article 5 and any other section hereof where it is reasonably apparent that the disclosure applies to such other section), Purchaser and Merger Sub hereby make the representations and warranties contained in this Article 5 to the Company and the Signing Stockholders, each of which is true and correct as of the date hereof and each of which shall survive the Closing as provided in Section 10.1.
