REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser each represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser, jointly and severally, represent and warrant to the Company that the statements contained in this Article IV are true and correct.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser hereby, jointly and severally, represent and warrant to the Major Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser hereby represent and warrant to Stockholder, as of the date hereof that:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. 4.1 Representations and Warranties of the Parent and the Purchaser Each of the Parent and the Purchaser hereby jointly and severally represents and warrants to and in favour of the Company as set forth in Schedule D and acknowledges that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. Each of the Parent and the Purchaser hereby, jointly and severally, represents and warrants to the Stockholders as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. Except as disclosed in the disclosure schedule of the Parent and the Purchaser delivered to the Company concurrently herewith (the “Parent Disclosure Schedule”) (with specific reference to the section of this Agreement to which the information stated in such Parent Disclosure Schedule relates; provided that (a) disclosure in any section of such Parent Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable or relevant to such other Section and (b) the mere inclusion of an item in such Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would have a Parent Material Adverse Effect), the Parent and the Purchaser jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. (1) The Parent and the Purchaser hereby solidarily represent and warrant to the Company as set forth in Schedule D and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. 22 4.1 Representations and Warranties of the Parent and the Purchaser 22 4.2 Survival of Representations and Warranties of the Parent and the Purchaser 22 ARTICLE V COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER 22 Table of Contents (continued) Page 5.1 Interim Covenants of the Company 22 5.2 Pre-Acquisition Reorganization 26 5.3 Covenants Regarding the Performance of Obligations 28 5.4 Mutual Covenants 29 5.5 Securityholder Communications 31 5.6 Privacy 31 ARTICLE VI CONDITIONS 32 6.1 Mutual Conditions Precedent 32 6.2 Additional Conditions Precedent to the Obligations of the Parent and the Purchaser 32 6.3 Additional Conditions Precedent to the Obligations of the Company 33 6.4 Satisfaction of Conditions 34 ARTICLE VII ADDITIONAL AGREEMENTS 34 7.1 Notice and Cure Provisions 34 7.2 Non-Solicitation, Superior Proposal, Right to Match 35 7.3 Expense Reimbursement and Termination Payment 39 7.4 Information Rights 41 7.5 Shareholder Claims 41 7.6 Benefit Plans 41 7.7 Materials Transfer Agreement 42 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 42 8.1 Termination 42 8.2 Effect of Termination 43 8.3 Waiver 44 ARTICLE IX GENERAL PROVISIONS 44
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser represent and warrant, jointly and severally, to the Company that except as disclosed in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC since December 31, 1999, and publicly available prior to the date of this Agreement or as disclosed in the letter dated as of the date of this Agreement from the Parent to the Company (the "Parent Disclosure Letter"):
