AND MERGER SUB Sample Clauses

AND MERGER SUB. Except (i) as set forth in the disclosure letter (the “Parent Disclosure Letter”) delivered to the Company by Parent concurrently with entering into this Agreement (it being understood that any information set forth in one section or subsection of the Parent 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 Parent 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), Parent hereby represents and warrants to the Company that:

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. 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. Except as set forth on the Parent disclosure schedule attached hereto as Exhibit G, which shall be delivered by the Parent to the Company concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), the Parent, Merger Sub 1 and Merger Sub 2 hereby make the following representations and warranties contained in this Article 3 to the Company as of the date hereof and as of the Closing Date. The Parent Disclosure Schedule is arranged and numbered to correspond to the numbered and lettered paragraphs contained in this Article 3. Unless otherwise specified herein, disclosure made in any particular Section of the Parent Disclosure Schedule shall be deemed made in any other Section or Sections of the Parent Disclosure Schedule to which the relevance of such disclosure is readily apparent from the text of such disclosure.

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. 27 3.1 Organization, Standing and Power...............................27 3.2 Authority......................................................27 3.3

AND MERGER SUB. Each of Parent and Merger Sub represents and warrants to the Company that the statements contained in this Article 3 are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

AND MERGER SUB. Except as set forth in Merger Sub’s disclosure schedule provided herewith (the “Merger Sub Disclosure Schedule”) or in Health Benefits’ disclosure schedule provided herewith (the “Health Benefits Disclosure Schedule”), Merger Sub and Health Benefits, as the case may be, hereby represent and warrant to ISG and Spinner as follows:

AND MERGER SUB. Each of the Buyer and Merger Sub represents and warrants to the Company that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).