AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, as follows:
AND MERGER SUB. Except (i) as set forth in the disclosure letter (the “Parent Disclosure Letter”) delivered to the Company by Parent concurrently with entering into this Agreement (it being understood that any information set forth in one section or subsection of the Parent Disclosure Letter shall be deemed to apply to and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to which the relevance of such disclosure is readily apparent on its face) or (ii) as disclosed in the Parent SEC Reports (as defined herein) filed prior to the date of this Agreement (other than any forward-looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward-looking statements and any other similar disclosures included therein to the extent they are primarily predictive or forward-looking in nature), Parent hereby represents and warrants to the Company that:
AND MERGER SUB. Except as set forth in Merger Sub’s disclosure schedule provided herewith (the “Merger Sub Disclosure Schedule”) or in Health Benefits’ disclosure schedule provided herewith (the “Health Benefits Disclosure Schedule”), Merger Sub and Health Benefits, as the case may be, hereby represent and warrant to ISG and Spinner as follows:
AND MERGER SUB. Except as set forth in the Company Disclosure Schedules (each of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein, and the information set forth in one section of the Company Disclosure Schedules shall be deemed to apply to all other sections or subsections thereof to the extent that the applicability of such information to such other sections or subsections is reasonably apparent on its face), each of Holdco and Merger Sub represents and warrants to the Shareholders and VIH, as of the date hereof and as of the Closing, as follows:
AND MERGER SUB. 27 3.1 Organization, Standing and Power...............................27 3.2 Authority......................................................27 3.3
AND MERGER SUB. Each of Parent and Merger Sub represents and warrants to the Company that the statements contained in this Article 3 are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).
AND MERGER SUB. Buyer and Merger Sub jointly and severally represent, warrant and agree, as of the May 21, 2004 and, other than any representation made as of a specified date, as of the Closing Date, as follows, provided that the representations in the third and fourth sentences of Section 4.1 and in Section 4.5 are made as of the date of this Agreement and not as of May 21, 2004:
AND MERGER SUB. Each of the Buyer and Merger Sub represents and warrants to the Company as follows:
AND MERGER SUB. Except as disclosed in a document of even date herewith delivered by the Purchaser to Company (the “Purchaser Disclosure Schedule”), which Purchaser Disclosure Schedule is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article 5 (and the disclosure in any such numbered and lettered section therein shall qualify the corresponding subsection in this Article 5 and any other section hereof where it is reasonably apparent that the disclosure applies to such other section), Purchaser and Merger Sub hereby make the representations and warranties contained in this Article 5 to the Company and the Signing Stockholders, each of which is true and correct as of the date hereof and each of which shall survive the Closing as provided in Section 10.1.
AND MERGER SUB. Each of Acquisition Corp. and Merger Sub hereby represents and warrants to the Company as of the date hereof and as of the Effective Time as follows:
