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

REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB AND MERGER LLC. Except (i) as disclosed in the Parent SEC Documents filed with the SEC prior to the date of this Agreement (excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly predictive or forward-looking in nature); provided, however, that any disclosures in such Parent SEC Documents that are the subject of this clause (i) shall be deemed to qualify a representation or warranty only if the relevance of such disclosure to such representation or warranty is reasonably apparent from the text of such disclosure; provided, further, that the disclosures in the Parent SEC Documents shall not be deemed to qualify any representations or warranties made in Section 4.02(a), or (ii) in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), which shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article IV, and the disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to qualify or apply to other sections in this Article IV to the extent (and only to the extent) that the relevance of such disclosure to such other sections in this Article IV is reasonably apparent from the text of such disclosure, Parent, Merger Sub and Merger LLC jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB AND MERGER LLC. Except as disclosed (i) as disclosed in the Parent SEC Documents filed with the SEC and publicly available on the SEC’s XXXXX website prior to the date of this Agreement (excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other disclosure of risks or any other statements that are similarly predictive or forward-looking in nature); provided, however, that any disclosures in such Parent SEC Documents that are the subject of this clause (i) shall be deemed to qualify a representation or warranty only if the relevance of such disclosure to such representation or warranty is reasonably apparent from on the text face of such disclosure; provided, further, that the disclosures in the Parent SEC Documents shall not be deemed to qualify any representations or warranties made in Section 4.02(a5.02(a), Section 5.03, Section 5.22 or Section 5.23 or (ii) in the disclosure letter delivered by Parent to the Company and the Sole Stockholder immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), which shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article IVV, and the disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to qualify or apply to other sections in this Article IV V to the extent (and only to the extent) that it is reasonably apparent on the relevance face of such disclosure that such disclosure also qualifies or applies to such other sections in this Article IV is reasonably apparent from the text of such disclosuresections, Parent, Merger Sub and Merger LLC jointly and severally represent and warrant to the Company Parties as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB AND MERGER LLC. Except as set forth in (ia) as disclosed in the Parent SEC Documents filed with the SEC and publicly available at least two (2) Business Days prior to the date of this Agreement (excluding other than any risk factor disclosures contained disclosure set forth under the heading “Risk Factors,” any disclosure or “Management’s Discussion and Analysis of risks included in any “forward-looking statements” disclaimer or any other statements Financial Condition and Results of Operation”, that are similarly is predictive or forward-looking in nature); provided, however, that any disclosures in such Parent SEC Documents that are looking) but only to the subject of this clause (i) shall be deemed to qualify a representation or warranty only if extent the relevance of such a disclosure or statement therein to such representation or warranty a section of this Article IV is reasonably apparent from the text of such disclosure; on its face without independent inquiry (provided, further, that the disclosures in no event will any disclosure in the Parent SEC Documents shall not be deemed to qualify any or limit the representations or and warranties made in Section 4.02(aSections 4.1 (Organization; Standing and Power), 4.2 (Capitalization), 4.4 (Authorization), 4.8 (Absence of Certain Changes), 4.12 (Tax Matters), 4.14 (Brokers and Other Advisors), 4.16 (Opinion of Financial Advisor) or 4.17 (Ownership of Company Common Stock) of this Agreement) or (iib) in the disclosure letter delivered by Parent to corresponding section of the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), which shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article IV, and the Letter (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosed with respect to qualify or apply to any other sections in this Article IV section but only to the extent (and only to the extent) that the relevance of such a disclosure or statement therein to such other sections in a section of this Article IV is reasonably apparent from on its face without independent inquiry and that the text mere inclusion of an item in the Parent Disclosure Letter as an exception to a representation or warranty (or covenant, as applicable) shall not be deemed an admission that such disclosureitem represents a material exception or material fact, event or circumstance or that such item has had or would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents), Parent, Merger Sub and Merger LLC jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB AND MERGER LLC. Except as (ia) as set forth in the corresponding section of the disclosure letter delivered by Parent to the Company prior to the execution and delivery of this Agreement (the “Parent Disclosure Letter”) which shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article IV, (it being understood that the disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to qualify other sections in this Article IV to the extent (and only to the extent) that it is reasonably apparent on the face of such disclosure that such disclosure also qualifies or applies to such other sections) or (b) disclosed in the Parent SEC Documents filed with with, or furnished to, the SEC and publicly available on the SEC’s XXXXX website not less than two (2) Business Days prior to the date of this Agreement (excluding any risk factor disclosures contained under in the heading “Risk Factors,” section thereof, any disclosure of risks included contained in any “forward-looking statements” disclaimer or any other disclosure of risks or any other statements that are similarly predictive or forward-looking in naturenature in each case other than any specific factual information contained therein, which shall not be excluded); provided, however, that any such disclosures in such Parent SEC Documents that are the subject of this clause (i) shall be deemed to qualify a representation or warranty only if it is reasonably apparent on the relevance face of such disclosure that such information is relevant to such representation or warranty is reasonably apparent from the text of such disclosurewarranty; provided, further, that the disclosures in the Parent SEC Documents shall not be deemed to qualify any representations or warranties made in Section 4.02(a)4.2, 4.3, 4.20, 4.21 or (ii) in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), which shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article IV, and the disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to qualify or apply to other sections in this Article IV to the extent (and only to the extent) that the relevance of such disclosure to such other sections in this Article IV is reasonably apparent from the text of such disclosure4.23, Parent, Merger Sub and Merger LLC jointly and severally represent and warrant to the Company as follows: