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

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents and warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent on or prior to entering into this Agreement (the “"Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent"), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item information in any a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item information is reasonably apparent), Parent and the Merger Sub each hereby represents Sub, jointly and warrants severally, represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed with respect to any other section or subsection of the Parent Disclosure Letter to which the extent that the relevance of such item thereof is reasonably apparent), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter schedule delivered to the Company by Parent immediately prior to entering into the execution of this Agreement (the “Parent Disclosure LetterSchedule”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter Schedule shall be deemed disclosure with respect to any other section or subsection to which the extent (and only to the extent) that the relevance of such item is reasonably apparentapparent on the face of such disclosure), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter Disclosure Letter delivered to the Company by Parent prior to or simultaneously with entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter schedule delivered to the Company by Parent immediately prior to entering into the execution of this Agreement (the “Parent Disclosure LetterSchedule”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter Schedule shall be deemed disclosure with respect to any other section or subsection to which the extent that the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent on or prior to entering into this Agreement (the “"Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent"), Parent and Merger Sub each hereby represents and warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding -27- sections or subsections of the disclosure letter delivered to the Company by Parent on or prior to entering into this Agreement (the “"Parent Disclosure ----------------- Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent"), Parent and Merger Sub each hereby represents and warrants to the ------- Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably readily apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth fairly disclosed in the corresponding sections or subsections of the disclosure a letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) delivered to the Company by Parent immediately prior to the execution of this Agreement (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent and Merger Sub prior to entering into this Agreement (the “Parent Disclosure LetterSchedule”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents Sub, jointly and warrants severally, represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent immediately prior to entering into the execution of this Agreement (the “Parent Disclosure Letter”) (it being acknowledged and agreed that disclosure of any information in any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed only with respect to any other section or subsection of this Agreement to which the relevance extent the applicability of such item disclosure is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item disclosure is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item information in any a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item information is reasonably apparent), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement and Merger Sub on the date hereof (the “Parent Disclosure Letter”) (it being agreed understood that disclosure of any item information set forth in any a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any be disclosed in each other section or subsection thereof to which the relevance of such item information is reasonably apparent), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into concurrent with the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section Section or subsection of this Agreement to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents and warrants to the Company that:as set forth below in this Article IV.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Representations and Warranties of Parent and Merger Sub. Except as set forth disclosed in the corresponding sections or subsections of the (i) Parent's disclosure letter delivered to concurrently with the Company by Parent prior to entering into delivery of this Agreement (the “"Parent Disclosure Letter”") or (it being agreed that disclosure of any item in any section or subsection of ii) the Parent Disclosure Letter shall be deemed disclosure with respect Public Reports (as defined below) made or filed prior to any other section or subsection to which the relevance date of such item is reasonably apparent)this Agreement, each of Parent and Merger Sub each hereby represents and warrants warrants, jointly and severally, to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections section or subsections subsection of the disclosure letter Disclosure Letter delivered by Parent to the Company by Parent immediately prior to entering into the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that the disclosure of any item information in any a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure of such information with respect to any other section or subsection of this Agreement to which the relevance of such item information is reasonably apparentreadily apparent on its face), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by the Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of ), the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents and warrants to the Company and Merger Sub that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into before the execution of this Agreement (the “Parent Disclosure Letter”) (), it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to be disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent Parent, and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to and Merger Sub concurrently with entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure to be disclosed with respect to any other section or subsection to which the relevance of such item disclosure is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections section of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) Letter (it being agreed and understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed with respect to any other section or subsection of the Parent Disclosure Letter to which the extent the relevance of such item a disclosure or statement therein to a section of this Article IV is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) Letter (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item extent that it is reasonably apparentapparent that such information is relevant to such other section or subsection), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”“) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent immediately prior to entering into the execution of this Agreement (the “Parent Disclosure Letter”) (), it being understood and agreed that disclosure of any each item in any a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect applies only to such section and to any other section or subsection to which its relevance is reasonably apparent on the relevance face of such item is reasonably apparent)disclosure, Parent and Merger Sub each hereby represents represent and warrants warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), . Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections section or subsections subsection of the disclosure letter Disclosure Letter delivered by Parent to the Company by Parent immediately prior to entering into the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that the disclosure of any item information in any a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure of such information with respect to any other section or subsection of this Agreement to which the relevance of such item information is reasonably apparentreadily apparent on its face), Parent and the Merger Sub each hereby represents represent and warrants warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to and Merger Sub concurrently with entering into this Agreement (the “Parent Disclosure Letter”) (it Letter”)(it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure to be disclosed with respect to any other section or subsection to which the relevance of such item disclosure is reasonably readily apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent on or prior to entering into the date of this Agreement (the “Parent Disclosure Letter”) (it being agreed understood that disclosure of any item information set forth in any one section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any apply to each other section or subsection of this Agreement to which the relevance of such item extent that it is reasonably apparentapparent that such information is relevant to such other section or subsection), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except (a) as set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall will also be deemed disclosure to be disclosed with respect to any other section or subsection in this Agreement to which the relevance of such item is reasonably apparentapparent on the face of such disclosure), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed with respect to any other section or subsection of this Agreement and the Parent Disclosure Letter to which the extent that the relevance of such item thereof is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into before the execution of this Agreement (the “Parent Disclosure Letter”) (), it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to be disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent)apparent on its face, Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections section of the disclosure letter delivered to the Company by Parent prior to entering into and Merger Sub concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item specifically relates to such section, or, if disclosed in any another section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which Letter, is reasonably apparent from the relevance substance of such item is reasonably apparent)disclosure to relate to such section, of this Article V below, Parent and Merger Sub each jointly and severally hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item disclosure to the applicable representation and warranty is reasonably readily apparent), Parent and Merger Sub each hereby represents and warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter Disclosure Letter delivered by Parent to the Company by Parent prior to entering into the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item information in any a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item information is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item information in any a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item information is reasonably apparent), Omron, Parent and the Merger Sub each hereby represents Sub, jointly and warrants severally, represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Section 5.2 to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents and warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed only with respect to any other section or subsection of the Parent Disclosure Letter to which the relevance extent the applicability of such item disclosure is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure LetterSchedule”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections section of the separate disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter such disclosure letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparentapparent on its face) delivered by Parent to the Company on the date hereof (the “Parent Disclosure Letter”), each of Parent and Merger Sub each hereby represents represent and warrants warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into before the execution of this Agreement (the “"Parent Disclosure Letter”) ("), it being agreed that disclosure of disclosureof any item in any section or subsection of the Parent Disclosure Letter shall be deemed deemedto be disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent)apparent on its face, Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the confidential disclosure letter delivered to the Company by Parent prior to entering into or concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) ), (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), each of Parent and Merger Sub each hereby represents and warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentapparent regardless of whether a specific cross-reference is made), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “"Parent Disclosure Letter”) "), (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) ” (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into before the execution of this Agreement (the “Parent Disclosure Letter”) (), it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to be disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent)apparent on the face of such disclosure, Parent and Merger Sub each hereby represents Sub, jointly and warrants severally, represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any particular section or subsection of the Parent Disclosure Letter expressly referenced therein (it being understood and agreed that any information set forth in one section or subsection of the Parent Disclosure Letter also shall be deemed disclosure with respect to any apply to each other section or and subsection of this Agreement to which the relevance of such item its applicability is reasonably apparentapparent on its face from the text of the disclosure), Parent and Merger Sub each hereby represents hereby, jointly and warrants severally, represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter Disclosure Letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or to subsection to which the relevance of such item is reasonably apparent, regardless of whether a specific cross-reference is made), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to or concurrently with entering into this Agreement (the “Parent Disclosure Letter” and together with the Company Disclosure Letter, collectively, the “Disclosure Letters”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents and warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections section of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) Letter (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed with respect to any other section or subsection but only to which the extent the relevance of such item a disclosure or statement therein to a section of this ‎Article V is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered (to the Company extent each disclosure item therein is clearly marked to indicate the section, paragraph or subparagraph of this Agreement to which such disclosure is an exception, referencing the same section, paragraph and subparagraph as used in this Agreement) delivered by Parent prior and Merger Sub to entering into Holdings and the Company at the time of execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item or in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section SEC Documents filed on or subsection to which the relevance of such item is reasonably apparent)after January 1, 2007, Parent and Merger Sub each hereby represents represent and warrants warrant to Holdings and the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparentreadily apparent on its face), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into before the execution of this Agreement (the “Parent Disclosure Letter”) (), it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to be disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents Sub, jointly and warrants severally, represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to to, and only with respect to, any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represents and warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company by Parent prior to entering into concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed with respect to any other section or subsection of the Parent Disclosure Letter to which the extent that the relevance of such item thereof is reasonably apparentapparent on its face), Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections section of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) Letter (it being agreed and understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure disclosed with respect to any other section or subsection of the Parent Disclosure Letter to which the extent the relevance of such item a disclosure or statement therein to a section of this Article IV is reasonably apparentapparent on its face and without independent inquiry), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company thatas follows:

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) Letter (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparentapparent on its face and that such information is relevant to such other sections or subsections), Parent and Merger Sub each hereby represents represent and warrants warrant to the Company thatas follows: