Common use of REPRESENTATIONS AND WARRANTIES OF COMPANY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by Company to Parent prior to the execution hereof (the “Company Disclosure Schedule”); provided, that (i) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except as (ai) as disclosed set forth in the corresponding sections of the written disclosure schedule letter delivered by the Company to Parent prior to and Merger Sub in connection with the execution hereof and delivery of this Agreement (the “Company Disclosure ScheduleLetter”)) (with specific reference to the particular section or subsection of this Agreement to which the information set forth in such Company Disclosure Letter relates; provided, that (i) the mere inclusion any information set forth in one section of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section of this Article III Letter shall be deemed to qualify (A) any apply to each other Section of this Article III specifically referenced section or cross-referenced and (B) other sections of this Article III subsection thereof or hereof, as appropriate, to the extent it which its relevance is reasonably readily apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant face) or (ii) disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and each Company SEC Report filed subsequent to such other sections or (b) as disclosed in any Company SEC Reports filed Form 10-K but prior to the date hereof (of this Agreement, but disregarding excluding, in each case, any disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “risk factor section or in any other section to the extent they are forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature; provided, that the exception provided for in this clause (ii) (it being agreed that shall be applied if, and only if, the nature and content of the applicable disclosure in any matter disclosed in such Company SEC Reports shall not be deemed Report filed prior to qualify any the date hereof is reasonably specific as to matters and items such that the subject matter of such disclosure is reasonably apparent on the face of the Company Fundamental Representations)text of such disclosure to be applicable to the representation set forth herein, the Company hereby represents and warrants to Parent and Merger Sub as of the date hereof and as of the Closing Date (except to the extent any such representation or warranty is made as of a specific date or time), as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in any report, schedule, form or other document filed with, or furnished to, the SEC by Company and publicly available prior to the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section and in any section relating to forward-looking statements to the extent that they are cautionary, predictive or forward-looking in nature), or (ii) as disclosed in the corresponding sections of the disclosure schedule (the “Company Disclosure Schedule”) delivered by Company to Parent prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof (the “Company Disclosure Schedule”); or as an exception to one or more representations or warranties contained in this Article III, or to one or more of Company’s covenants contained herein, provided, however, that disclosure in any section of such schedule shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement, provided, further, that notwithstanding anything in this Agreement to the contrary, (i) no such item is required to be set forth in such schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 9.2 and (ii) the mere inclusion of an item in the Company Disclosure Schedule such schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably be expected likely to have, either individually or in the aggregate, have a Company Material Adverse Effect and (iias defined in Section 3.8) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental RepresentationsCompany), Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except Subject to and as qualified by items (ai) as disclosed in any Company SEC Report filed with the SEC by Company between December 31, 2007 and the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section and in any section relating to forward-looking, safe harbor or similar statements or in any exhibits to such Company SEC Report, or any other disclosures in such Company SEC Report that are non-specific, cautionary, predictive or forward-looking in nature), but in each case only to the extent that the relevance of such disclosure to the relevant subject matter is readily apparent, or (ii) disclosed in the corresponding sections of the disclosure schedule (the “Company Disclosure Schedule”) delivered by Company to Parent prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof (the “Company Disclosure Schedule”); or as an exception to one or more representations or warranties contained in this Article III, or to one or more of Company’s covenants contained herein, provided, however, that disclosure in any section of such schedule shall apply only to the indicated Section of this Agreement except, with respect to a section in Article III, to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another Section of Article III of this Agreement, provided, further, that notwithstanding anything in this Agreement to the contrary, (ix) no such item is required to be set forth in such schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 9.2 and (y) the mere inclusion of an item in the Company Disclosure Schedule such schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably be expected likely to have, either individually or in the aggregate, have a Company Material Adverse Effect and (iias defined in Section 3.8) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental RepresentationsCompany), Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, provided that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross cross-reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections sections, or (b) as disclosed in any Company Reports publicly filed with or furnished to the SEC Reports filed by the Company after January 1, 2021 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as set forth in the disclosure schedules (with specific reference to the section or subsection of this Agreement to which the information stated in such disclosure relates; provided that any fact or condition disclosed in any section of such disclosure schedules in such a way as to make its relevance to a representation or representations made elsewhere in this Agreement or information called for by another section of such disclosure letter reasonably apparent shall be deemed to be an exception to such representation or representations or to be disclosed on such other section of such disclosure letter notwithstanding the corresponding sections omission of the disclosure schedule a reference or cross reference thereto) delivered by the Company to Parent Acquiror prior to the execution hereof of this Agreement (the “Company Disclosure Schedule”); provided, that (i) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed or furnished by the Company after January 1, 2014 and publicly available prior to the date hereof (of this Agreement, but disregarding excluding, in each case, any disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “risk factor section or in any other section to the extent they are forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature; provided, that the exception provided for in this clause (b) (it being agreed that shall be applied if, and only if, the relevance of the applicable disclosure in any matter disclosed in such Company SEC Reports shall not be deemed Report filed prior to qualify any the date hereof to a particular representation is reasonably apparent on the face of the Company Fundamental Representations)text of such disclosure, Company hereby represents and warrants to Parent Acquiror and Merger Acquiror Canadian Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof Purchaser concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed by the Company prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, provided that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or sections, (b) as disclosed in any Company SEC Reports filed with or furnished to the SEC by the Company after January 1, 2017 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), or (c) for information and documents commonly known as “confidential supervisory information” that is prohibited from disclosure (and as to which nothing in this Agreement shall require disclosure), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in the corresponding sections of the disclosure schedule delivered by Company to Parent prior to the execution hereof (the “Company Disclosure Schedule”); ) (provided, that (ia) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iic) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections sections) or (bii) as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub Holdco as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, provided that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections sections, or (b) as disclosed in any Company SEC Reports filed with or furnished to the SEC by the Company after January 1, 2017 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except as (ax) as disclosed in the corresponding sections of Company SEC Reports (as defined in Section 3.2(d)(i)) filed with or furnished to the SEC by Company on or after January 1, 2010 and prior to the date hereof (but excluding any forward-looking disclosures set forth under the heading “Risk Factors” or under the heading “Forward-looking Statements” in any such documents filed with or furnished to the SEC) or (y) set forth in the disclosure schedule letter delivered by Company to Parent Purchaser immediately prior to the execution hereof and delivery of this Agreement (the “Company Disclosure Schedule”); provided, ) (it being agreed that (i) disclosure of any item in any section or subsection of the Company Disclosure Schedule shall be deemed disclosure with respect to any section of this Agreement or any other section or subsection of the Company Disclosure Schedule to which the relevance of such disclosure is reasonably apparent and that the mere inclusion of an item in the such Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or material fact, event or circumstance or that such item has had had, would have or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on Company), and (ii) whether or not any disclosures made with respect particular representation or warranty refers to a Section of this Article III shall be deemed to qualify (A) or excepts therefrom any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading section of the disclosure on its face that such disclosure is relevant Company Disclosure Schedule, Company represents and warrants to such other sections or (b) Purchaser as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) follows (it being agreed that any matter disclosed the exception in such Company SEC Reports clause (x) above shall not be deemed apply to qualify any the Representations and Warranties of the Company Fundamental Representationsset forth in Sections 3.2(a)(i), Company hereby represents and warrants to Parent and Merger Sub as follows:3.2(c)(i), 3.2(f), 3.2(g), 3.2(h) or 3.2(k)):

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed set forth in the corresponding sections of the written disclosure schedule letter delivered by the Company to Parent prior to and Merger Sub in connection with the execution hereof and delivery of this Agreement (the “Company Disclosure ScheduleLetter”)) (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such Company Disclosure Letter relates; provided, that (i) the mere inclusion any information set forth in one section of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section of this Article III Letter shall be deemed to qualify (A) any apply to each other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III subsection thereof or hereof as appropriate to the extent it which its relevance is reasonably readily apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant face) or (ii) disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and each Company SEC Report filed subsequent to such other sections or (b) as disclosed in any Company SEC Reports filed Form 10-K but prior to the date hereof (of this Agreement, but disregarding excluding, in each case, any disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer, risk factor section or in any other section to the extent they are forward- looking statements that are similarly non-specific or cautionary, predictive or forward-looking in nature; provided that the exception provided for in this clause (ii) (it being agreed that shall be applied if, and only if, the nature and content of the applicable disclosure in any matter disclosed in such Company SEC Reports shall not be deemed Report filed prior to qualify any the date hereof is reasonably specific as to matters and items such that the subject matter of such disclosure is reasonably apparent on the face of the Company Fundamental Representations)text of such disclosure to be applicable to the representation set forth herein, the Company hereby represents and warrants to Parent and Merger Sub as of the date hereof and as of the Closing Date (except to the extent any such representation or warranty is made as of an earlier date, in which case, as of such earlier date), as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in the corresponding sections of the disclosure schedule letter delivered by Company to Parent Purchaser prior to the execution hereof of this Agreement (the “Company Disclosure ScheduleLetter”); ) (which sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III, or to one or more of Company’s covenants contained herein, provided, that (i) disclosure in any section of the Company Disclosure Letter shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement, provided, further, that notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in the Company Disclosure Schedule Letter as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect and Effect) or (ii) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed Document publicly available prior to the date hereof (and only as and to the extent disclosed therein, but disregarding excluding the exhibits and schedules thereto, disclosures contained under in the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statementsForward Looking Statements” disclaimer, sections thereof or any other statements disclosure included in such Company SEC Documents that are similarly non-specific or is cautionary, predictive or forward-looking in nature) nature (it being understood and agreed that any matter disclosed disclosure in such the Company SEC Reports Documents shall not be deemed disclosed with respect to qualify any Section of this Article III only to the Company Fundamental Representationsextent that it is reasonably apparent from a reading of such disclosure that it is applicable to such Section), Company hereby represents and warrants to Parent and Merger Sub Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed by the Company since January 1, 2015 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in the corresponding sections of the disclosure schedule delivered by Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, that (ia) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iic) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (bii) as disclosed in any Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 27, 2017, Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 filed with the SEC on May 1, 2017 (the “Company Form 10-Q”) and Company’s Proxy Statement on Schedule 14A filed with the SEC Reports filed prior to the date hereof on April 28, 2017 (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or sections, (b) as disclosed in any Company SEC Reports filed by the Company after January 1, 2014 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), or (c) for information and documents commonly known as “confidential supervisory information” that is prohibited from disclosure (and as to which nothing in this Agreement shall require disclosure), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed set forth in the disclosure letter prepared by Company, with numbering corresponding sections to the numbering of the disclosure schedule this Article 4 delivered by Company to Parent prior to the execution hereof and delivery of this Agreement (the “Company Disclosure ScheduleLetter”) (it being acknowledged and agreed that disclosure of any item in any Section or subsection of the Company Disclosure Letter with respect to any Section or subsection of this Article 4 shall be deemed disclosed with respect to any other Section or subsection of this Article 4 to the extent the applicability of such disclosure is reasonably apparent (it being understood that to be so reasonably apparent it is not required that the other Sections be cross-referenced); provided, that (i) the mere inclusion of an item nothing in the Company Disclosure Schedule as an exception Letter is intended to a broaden the scope of any representation or warranty of Company made herein and no reference to or disclosure of any item or other matter in the Company Disclosure Letter shall not be deemed construed as an admission by Company or indication that (1) such item represents a material exception or factother matter is material, event or circumstance or that (2) such item has had or would reasonably other matter is required to be expected referred to have, either individually or in the aggregate, a Company Material Adverse Effect and Disclosure Letter or (ii3) any disclosures made with respect breach or violation of applicable Laws or any contract, agreement, arrangement or understanding to a Section of this Article III shall be deemed to qualify (A) which Company or any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure Company Subsidiaries is relevant to such other sections a party exists or has actually occurred), or (b) as disclosed in any the Company SEC Reports Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after January 1, 2012 and prior to the date hereof of this Agreement (but disregarding excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” or disclosures and any disclosure of risks set forth or other matters included in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed , which in such Company SEC Reports no event shall not be deemed to qualify be an exception to or disclosure for purposes of any of the Company Fundamental Representationsrepresentation or warranty set forth in this Article 4), Company hereby represents and warrants to Parent and Merger Sub as followsthat:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, provided that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections sections, or (b) as disclosed in any Company Reports publicly filed with or furnished to the SEC Reports filed by the Company after January 1, 2018 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by Company to the Parent prior to the execution hereof Parties concurrently with this Agreement (the “Company Disclosure Schedule”); provided, provided that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect or, as contemplated by Section 9.14, to the extent that disclosing such item would involve the disclosure of confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2(c) and as identified in 12 C.F.R. § 309.5(g)(8) and 12 CFR § 4.32(b)) (“Confidential Supervisory Information”) (provided that, if an item is not disclosed because it would involve disclosure of Confidential Supervisory Information, appropriate substitute disclosures shall be made to the extent permitted by applicable law), (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the such disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed by Company on or after January 1, 2022 and prior to the date hereof of this Agreement (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to the Parent and Merger Sub Parties as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in the corresponding sections of the disclosure schedule delivered by Company to Parent prior to the execution hereof (the “Company Disclosure Schedule”); provided, that (ia) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iic) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (bii) as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub Holdco as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed set forth in the disclosure letter prepared by Company, with numbering corresponding sections to the numbering of the disclosure schedule this Article 4 delivered by Company to Parent prior to the execution hereof and delivery of this Agreement (the “"Company Disclosure Schedule”Letter") (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to any other Section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection is reasonably apparent on the face of such disclosure (it being understood that to be so reasonably apparent it is not required that the other Sections be cross-referenced)); provided, provided that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of Company made herein and no reference to or disclosure of any item or other matter in the Company Disclosure Letter shall be construed as an admission or indication that (i) the mere inclusion of an such item or other matter is material, (ii) such item or other matter is required to be referred to in the Company Disclosure Schedule as an exception to a representation Letter or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (iiiii) any disclosures made with respect breach or violation of applicable Laws or any contract, agreement, arrangement or understanding to a Section of this Article III shall be deemed to qualify (A) which Company or any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure Company Subsidiaries is relevant to such other sections a party exists or has actually occurred), or (b) as disclosed in any the Company SEC Reports Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after January 1, 2017 and at least two (2) Business Days prior to the date hereof of this Agreement (but disregarding excluding any risk factor disclosures contained in such documents under the heading “"Risk Factors” or disclosures " and any disclosure of risks set forth or other matters included in any “"forward-looking statements” disclaimer, " disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed , which in such Company SEC Reports no event shall not be deemed to qualify be an exception to or disclosure for purposes of, any of the Company Fundamental Representationsrepresentation or warranty set forth in this Article 4), Company hereby represents and warrants to Parent and Merger Sub as followsthat:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof Purchaser concurrently herewith (the “"Company Disclosure Schedule”"); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed by the Company since December 31, 2013 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “"Risk Factors” ," or disclosures of risks set forth in any “"forward-looking statements” disclaimer, " disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or sections, (b) as disclosed in any Company SEC Reports filed by the Company after January 1, 2015 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), or (c) for information and documents commonly known as “confidential supervisory information” that is prohibited from disclosure (and as to which nothing in this Agreement shall require disclosure), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in the corresponding sections of the disclosure schedule delivered by Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, ” ) (it being understood that (ia) no item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed materially untrue or incorrect, (b) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect and (iic) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections sections) or (bii) as disclosed in any Company SEC Reports filed with or furnished to the SEC by Company since January 1, 2020 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed set forth in the corresponding sections of the disclosure schedule delivered by Company to Parent prior to the execution hereof (the “Company Disclosure Schedule”); provided, that (i) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed after December 31, 2010 and prior to the date hereof of this Agreement (but disregarding excluding any disclosures contained set forth in any such Company SEC Reports solely under the heading “Risk Factors” or disclosures of risks set forth in any “forwardForward-looking statementsLooking Statements and Cautionary Factors” disclaimer, or and any other statements disclosures that are similarly non-specific or cautionary, predictive or forward-looking in nature) or in the disclosure letter delivered by Company to Parent concurrently with the execution and delivery of this Agreement (it being agreed which letter sets forth, among other things, items the disclosure of which is necessary or appropriate in response to an express disclosure requirement contained in this Article 3, as an exception to one or more representations or warranties contained in this Article 3 or in response to one or more of Company’s covenants contained in this Agreement; provided, however, that any matter disclosed notwithstanding anything to the contrary in this Agreement, the mere inclusion of an item in such Company SEC Reports letter the disclosure of which is necessary or appropriate in response to an express disclosure requirement contained in this Article 3, as an exception to one or more representations or warranties contained in this Article 3 or in response to one or more of Company’s covenants contained in this Agreement shall not be deemed or construed as an admission that such item represents a material fact, event or circumstance or a material exception to qualify a representation, warranty or covenant or that such item, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or be deemed or construed to establish any standard of materiality or Material Adverse Effect) (the “Company Fundamental RepresentationsDisclosure Letter”), Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in (i) the corresponding sections Company SEC Documents filed since January 1, 2012 (other than (x) any disclosure contained or referenced therein under the captions or otherwise identified as “Risk Factors,” “Forward-Looking Statements,” “Quantitative and Qualitative Disclosures About Market Risk” and any other disclosures contained or referenced therein that are predictive, cautionary or forward looking in nature and (y) any exhibits, schedules or documents appended thereto), and prior to the date of this Agreement (it being agreed that any matter disclosed in a Company SEC Document shall be deemed to be disclosed only to the extent it is reasonably apparent on the face of such disclosure that it is applicable to a specific section of the Company Disclosure Schedule), or (ii) the disclosure schedule (the “Company Disclosure Schedule”) delivered by the Company to Parent prior to the execution hereof of this Agreement (which schedule sets forth items of disclosure with specific reference to the “particular section or subsection of this Agreement to which the information in the Company Disclosure Schedule”)Schedule relates; provided, however, that (i) any information set forth in one section of the mere Company Disclosure Schedule will be deemed to apply to or qualify each other section or subsection of this Agreement to which its relevance is reasonably apparent on the face of such disclosure; provided, further, that, notwithstanding anything in this Agreement to the contrary, the inclusion of an item in the Company Disclosure Schedule such schedule as an exception to a representation or warranty shall will not be deemed an admission by Company that such item represents a material exception or material fact, event or circumstance or that such item has had had, or would reasonably be expected to could have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimerEffect), or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub as followsSub:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced therein and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) to a reader unfamiliar with the Company’s business from a reading of only the disclosure on its face that such disclosure is relevant applies to such other sections sections, or (b) as disclosed in any Company SEC Reports filed by the Company after January 1, 2015 and prior to the date hereof (but disregarding any disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof Purchaser concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article ARTICLE III shall be deemed to qualify (A1) any other Section section of this Article ARTICLE III specifically referenced or cross-referenced and (B2) other sections of this Article ARTICLE III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed prior to by the date hereof Company since January 1, 2017 (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent Purchaser and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof Purchaser concurrently herewith (the “"Company Disclosure Schedule”"); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article ARTICLE III shall be deemed to qualify (A1) any other Section section of this Article ARTICLE III specifically referenced or cross-referenced and (B2) other sections of this Article ARTICLE III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed prior to by the date hereof Company since January 1, 2017 (but disregarding risk factor disclosures contained under the heading “"Risk Factors” ," or disclosures of risks set forth in any “"forward-looking statements” disclaimer, " disclaimer or any other statements 7 that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent Purchaser and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof Purchaser concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed by the Company since December 31, 2013 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in the corresponding sections of the disclosure schedule letter delivered by Company to Parent prior to the execution hereof of this Agreement (the “Company Disclosure ScheduleLetter”); ) (which sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III, or to one or more of Company’s covenants contained herein, provided, that (i) disclosure in any section of the Company Disclosure Letter shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement, provided, further, that notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in the Company Disclosure Schedule Letter as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect and Effect) or (ii) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed Document publicly available prior to the date hereof (but disregarding excluding the exhibits and schedules thereto, disclosures contained under in the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statementsForward Looking Statements” disclaimer, sections thereof or any other statements disclosure included in such Company SEC Documents that are similarly non-specific or is cautionary, predictive or forward-looking in nature) nature (it being understood and agreed that any matter disclosed disclosure in such the Company SEC Reports Documents shall not be deemed disclosed with respect to qualify any Section of this Article III only to the Company Fundamental Representationsextent that it is readily apparent from a reading of such disclosure that it is applicable to such Section), Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof Purchaser concurrently herewith (the “"Company Disclosure Schedule”"); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed by the Company prior to the date hereof (but disregarding risk factor disclosures contained under the heading “"Risk Factors” ," or disclosures of risks set forth in any “"forward-looking statements” disclaimer, " disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced therein and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of only the disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed by the Company after January 1, 2015 and prior to the date hereof (but disregarding any exhibits to any filed Company Reports or risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to each of the Parent and Merger Sub Entities as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered forms, schedules, documents, statements and reports filed or furnished by Company to Parent prior to with the execution hereof (the “Company Disclosure Schedule”); providedSEC since January 1, that (i) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually 2015 or in the aggregate, a Company Material Adverse Effect Draft 20-F (including exhibits and (iiother information incorporated by reference therein) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed publicly available prior to the date hereof (but disregarding but, in each case, excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” or disclosures and any disclosure of risks set forth included in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature, which in no event shall be deemed to be an exception to or disclosure for purposes of any representation or warranty set forth in this Article 3) or as set forth in the disclosure letter prepared by Company, with numbering corresponding to the numbering of this Article 3 delivered by Company to Purchaser prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any matter disclosed item in such Company SEC Reports shall not be deemed to qualify any section or subsection of Article 3 of the Company Fundamental RepresentationsDisclosure Letter shall be deemed disclosed with respect to any other section or subsection of Article 3 of this Agreement to the extent the applicability of such disclosure is reasonably apparent (it being understood that to be so reasonably apparent it is not required that the other Sections be cross-referenced); provided that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of Company made herein), Company hereby represents and warrants to Parent and Merger Sub as followsPurchaser that:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except as disclosed in (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced therein and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of only the disclosure on its face that such disclosure is relevant applies to such other sections sections, or (b) as disclosed in any Company SEC Reports filed by the Company on or after January 1, 2015 and prior to the date hereof (but disregarding any exhibits to any filed Company Reports or risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed ); provided, that any matter disclosed nothing in such the Company SEC Reports shall not be deemed to qualify any of be an exception to, or disclosure for purposes of, the Company Fundamental RepresentationsCompany’s representations and warranties set forth in Section 3.1 (Corporate Organization), Section 3.2 (Capitalization), Section 3.3 (Authority; No Violation), Section 3.7 (Broker’s Fees), Section 3.18 (State Takeover Laws) or Section 3.19 (Opinion), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure Schedule”); provided, provided that (ia) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iic) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent that it is reasonably apparent on its face (notwithstanding the absence of a specific cross cross-reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (bii) as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “"Company Disclosure Schedule”"); provided, provided that (ia) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iic) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent that it is reasonably apparent on its face (notwithstanding the absence of a specific cross cross-reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (bii) as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding risk factor disclosures contained under the heading “"Risk Factors” ," or disclosures of risks set forth in any “"forward-looking statements” disclaimer, " disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except Company represents and warrants to IFP and Sellers that, as of Closing (it being understood that each representation and warranty contained in this Article 3 is subject to: (a) as disclosed the exceptions and disclosures set forth in the corresponding sections part or subpart of the disclosure schedule delivered by Company to Parent prior to the execution hereof (the “Company Disclosure Schedule”); provided, that (i) the mere inclusion of an item in the Company Disclosure Schedule as an exception corresponding to a the particular Section or subsection in this Article 3 in which such representation or and warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and appears; (iib) any exceptions or disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or explicitly cross-referenced and in such part or subpart of the Company Disclosure Schedule by reference to another part or subpart of the Company Disclosure Schedule; (Bc) any exception or disclosure set forth in any other sections part or subpart of this Article III the Company Disclosure Schedule to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face from the wording of such exception or disclosure that such exception or disclosure is relevant qualifies such representation and warranty) and provided that any matters required to such other sections or be disclosed for purposes of Section 3.2 (bCapital Structure) as shall not be qualified by any information disclosed in such SEC Documents; and (d) any Company matter disclosed in the SEC Reports filed Documents prior to the date hereof (but disregarding to the extent it is reasonably apparent from the wording of such documents that the matter disclosed qualifies such representation and warranty); provided, however, that disclosures contained in the SEC Documents under the heading captions “Risk Factors” or disclosures of risks set forth in any “forward-looking statementsForward Looking Statements” disclaimer, or and any other statements disclosures contained therein that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports nature shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub as follows:be so disclosed.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof concurrently herewith (the “"Company Disclosure Schedule”"); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected likely to have, either individually or result in the aggregate, a Company Material Adverse Effect and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or sections, (b) as disclosed in any Company SEC Reports filed by the Company after January 1, 2015 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “"Risk Factors” ," or disclosures of risks set forth in any “"forward-looking statements” disclaimer, " disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), or (c) for information and documents commonly known as "confidential supervisory information" that is prohibited from disclosure (and as to which nothing in this Agreement shall require disclosure), the Company hereby represents and warrants to Parent and Merger Sub as follows:: 3.1

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (ai) as disclosed in the corresponding sections of the disclosure schedule letter delivered by Company to Parent prior to the execution hereof concurrently herewith (the “Company Disclosure ScheduleLetter”); provided, ) (it being understood that (ia) no item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed materially untrue or incorrect, (b) the mere inclusion of an item in the Company Disclosure Schedule Letter as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had would have or would reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect and (iic) any disclosures made with respect to a Section section of this Article III shall be deemed disclosure with respect to, and shall be deemed to qualify qualify, (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) all other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross cross-reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections sections) or (bii) as disclosed in any Company SEC Reports filed with or furnished to the SEC by Company since January 1, 2020 and prior to the date hereof (but disregarding risk factor disclosures (other than statements of historical fact included therein) contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except Company represents and warrants to F-Star and Sellers as follows (it being understood that each representation and warranty contained in this Article 3 is subject to: (a) as disclosed the exceptions and disclosures set forth in the corresponding sections part or subpart of the disclosure schedule delivered by Company to Parent prior to the execution hereof (the “Company Disclosure Schedule”); provided, that (i) the mere inclusion of an item in the Company Disclosure Schedule as an exception corresponding to a the particular Section or subsection in this Article 3 in which such representation and warranty appears; (b) any exceptions or warranty shall not be deemed an admission disclosures explicitly cross- referenced in such part or subpart of the Company Disclosure Schedule by reference to another part or subpart of the Company that such item represents a material Disclosure Schedule; and (c) any exception or factdisclosure set forth in any of the Company’s SEC Documents and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but (i) solely to the extent that any information is reasonably apparent from a review of such SEC Documents, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) without giving effect to any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced amendment thereof filed with, or cross-referenced and (B) other sections of this Article III furnished to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure SEC on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed prior to after the date hereof and (but disregarding iii) excluding any disclosures contained under the heading “Risk Factors” or disclosures and any disclosure of risks set forth included in any “forward-looking statements” disclaimer, disclaimer or in any other section to the extent they are forward-looking statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any or other part or subpart of the Company Fundamental Representations), Company hereby represents Disclosure Schedule to the extent it is reasonably apparent from the wording of such exception or disclosure that such exception or disclosure qualifies such representation and warrants to Parent and Merger Sub as follows:warranty):

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except as (ai) as disclosed set forth in the corresponding sections of the written disclosure schedule letter delivered by the Company to Parent prior and Merger Sub in connection with the execution and delivery of this Agreement (the "Company Disclosure Letter") (with specific reference to the execution hereof (particular section or subsection of this Agreement to which the “information set forth in such Company Disclosure Schedule”)Letter relates; provided, that (i) the mere inclusion any information set forth in one section of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section of this Article III Letter shall be deemed to qualify (A) any apply to each other Section of this Article III specifically referenced section or cross-referenced and (B) other sections of this Article III subsection thereof or hereof, as appropriate, to the extent it which its relevance is reasonably readily apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant face) or (ii) disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and each Company SEC Report filed subsequent to such other sections or (b) as disclosed in any Company SEC Reports filed Form 10-K but prior to the date hereof (of this Agreement, but disregarding excluding, in each case, any disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “risk factor section or in any other section to the extent they are forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature; provided, that the exception provided for in this clause (ii) (it being agreed that shall be applied if, and only if, the nature and content of the applicable disclosure in any matter disclosed in such Company SEC Reports shall not be deemed Report filed prior to qualify any the date hereof is reasonably specific as to matters and items such that the subject matter of such disclosure is reasonably apparent on the face of the Company Fundamental Representations)text of such disclosure to be applicable to the representation set forth herein, the Company hereby represents and warrants to Parent and Merger Sub as of the date hereof and as of the Closing Date (except to the extent any such representation or warranty is made as of a specific date or time), as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed set forth in the corresponding sections of the disclosure schedule (the “Company Disclosure Schedule”) delivered by the Company to Parent prior to the execution hereof of this Agreement (which schedule sets forth items of disclosure with specific reference to the “Company Disclosure Schedule”); provided, that (i) particular section or subsection of this Article 5 to which the mere inclusion of an item information in the Company Disclosure Schedule as an exception to a representation or warranty shall not relates; provided, however, that any information set forth in one section of the Company Disclosure Schedule will be deemed an admission by Company that such item represents a material exception to apply to each other section or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section subsection of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III 5 to the extent it is would be reasonably apparent (notwithstanding that the absence disclosure contained in such section should qualify such non-referenced representation or warranty without the necessity of a specific cross repetitive disclosure or cross-reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any those Company SEC Reports filed with the SEC and publicly available during the period beginning on January 1, 2011 and ending on the date prior to the date hereof (but disregarding not including any disclosures contained under the heading set forth in any section of any such Company Reports entitled “Risk Factors” or disclosures of risks set forth in any “forwardSpecial Note Regarding Forward-looking statementsLooking Statements” disclaimer, or any other statements disclosures included in any such Company Reports that are similarly non-specific or generally cautionary, predictive or forward-looking in nature) (it being agreed that ), without giving effect to any matter disclosed in amendment to any such Company SEC Reports shall not be deemed filed on or after the date prior to qualify any of the date hereof, the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub as followsof the date hereof:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in Company represents and warrants to Acquirer that, subject to the corresponding sections disclosure letter of the disclosure schedule Company delivered by Company to Parent prior to Acquirer concurrently with the parties’ execution hereof of this Agreement (the “Company Disclosure ScheduleLetter”); provided, each of the representations, warranties and statements contained in the following Sections of this Article 3 is true and correct as of the Agreement Date and will be true and correct on and as of the Closing Date (except in the case of representations, warranties and statements which by their terms speak only as of a specific date or dates, which shall be true and correct as of such date or dates), it being understood that each representation and warranty contained in this Article 3 is subject to: (ia) the mere inclusion exceptions and disclosures set forth in the part or subpart of an item in the Company Disclosure Schedule as an exception Letter corresponding to a the particular Section or subsection in this Article 3 in which such representation or and warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and appears; (iib) any exceptions or disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or explicitly cross-referenced in such part or subpart of the Company Disclosure Letter by reference to another part or subpart of the Company Disclosure Letter; and (Bc) any exception or disclosure set forth in any other sections part or subpart of this Article III the Company Disclosure Letter to the extent it is reasonably readily apparent (notwithstanding from the absence wording of a specific cross reference) from a reading of the such exception or disclosure on its face that such exception or disclosure is relevant intended to qualify such other sections or (b) as disclosed representation and warranty. For all purposes of this Agreement, the statements contained in any the Company SEC Reports filed prior to the date hereof (but disregarding disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not Disclosure Letter will also be deemed to qualify any of the be representations and warranties made and given by Company Fundamental Representations)under (or, Company hereby represents as applicable, limitations upon and warrants exceptions to Parent representations and Merger Sub as follows:warranties in) this Article 3.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by the Company to Parent prior to the execution hereof Purchaser concurrently herewith (the “Company Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item has had or would is reasonably be expected to have, either individually or result in the aggregate, a Company Material Adverse Effect on the Company and (iiiii) any disclosures made with respect to a Section section of this Article III shall be deemed to qualify (A1) any other Section section of this Article III specifically referenced or cross-referenced and (B2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross cross-reference) from a reading of the disclosure on its face that such disclosure is relevant applies to such other sections or (b) as disclosed in any Company SEC Reports filed by the Company prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer, disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), the Company hereby represents and warrants to Parent and Merger Sub Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF COMPANY. Except as (ax) as disclosed in the corresponding sections of Company SEC Reports (as defined in Section 3.2(d)(i)) filed with or furnished to the SEC by Company on or after January 1, 2010 and prior to the date hereof (but excluding any forward-looking disclosures set forth under the heading "Risk Factors" or under the heading "Forward-looking Statements" in any such documents filed with or furnished to the SEC) or (y) set forth in the disclosure schedule letter delivered by Company to Parent Purchaser immediately prior to the execution hereof and delivery of this Agreement (the “"Company Disclosure Schedule”); provided, ") (it being agreed that (i) disclosure of any item in any section or subsection of the Company Disclosure Schedule shall be deemed disclosure with respect to any section of this Agreement or any other section or subsection of the Company Disclosure Schedule to which the relevance of such disclosure is reasonably apparent and that the mere inclusion of an item in the such Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or material fact, event or circumstance or that such such‌ item has had had, would have or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on Company), and (ii) whether or not any disclosures made with respect particular representation or warranty refers to a Section of this Article III shall be deemed to qualify (A) or excepts therefrom any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading section of the disclosure on its face that such disclosure is relevant Company Disclosure Schedule, Company represents and warrants to such other sections or (b) Purchaser as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) follows (it being agreed that any matter disclosed the exception in such Company SEC Reports clause (x) above shall not be deemed apply to qualify any the Representations and Warranties of the Company Fundamental Representationsset forth in Sections 3.2(a)(i), Company hereby represents and warrants to Parent and Merger Sub as follows:3.2(c)(i), 3.2(f), 3.2(g), 3.2(h) or 3.2(k)):