Representations and Warranties of Parent and the Merger Subsidiary. Each of Parent and the Merger Subsidiary hereby represents and warrants to the Stockholder as follows:
Representations and Warranties of Parent and the Merger Subsidiary. Parent and the Merger Subsidiary represent and warrant to Opticon that the statements contained in Article 4 are true and correct in all material respects. As used in this Article 4 and elsewhere in this Agreement, the phrase "to Parent's or the Merger Subsidiary's knowledge" or "to Parent's or the Merger Subsidiary's actual knowledge" shall mean to the knowledge of the officer of Parent or the Merger Subsidiary who has the principal responsibility for the matter being stated.
Representations and Warranties of Parent and the Merger Subsidiary. Parent and Merger Subsidiary, jointly and severally, hereby represent and warrant to the Company as follows:
Representations and Warranties of Parent and the Merger Subsidiary. Each of the Parent and the Merger Subsidiary jointly and severally, represents and warrants, to the Company and NEC VT as follows:
Representations and Warranties of Parent and the Merger Subsidiary. As a material inducement to the Company to enter into this Agreement, Parent and the Merger Subsidiary hereby jointly and severally represent and warrant to the Company as follows, which representations and warranties are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing (as though made then and as though the Closing were substituted for the date of this Agreement throughout this Article VI), except as set forth in the Disclosure Schedule. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article VI. References in this Article VI to Parent will, in all instances, be read to include the Merger Subsidiary unless specifically provided to the contrary below or unless the context otherwise requires.
Representations and Warranties of Parent and the Merger Subsidiary. 12 4.1. Parent's and Merger Subsidiary's Organization and Good Standing................... 13 4.2. Power and Authority: Execution and Delivery....................................... 13 4.3.
