Common use of Representations and Warranties of the Parent Clause in Contracts

Representations and Warranties of the Parent. AND THE ACQUISITION SUBSIDIARY The Parent represents and warrants to the Company that the statements contained in this ARTICLE 3 are true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE 3; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE 3, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE 3. For purposes of this ARTICLE 3, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and key employees of the Parent and the accountants and attorneys of the Parent.

Representations and Warranties of the Parent. AND THE ACQUISITION SUBSIDIARY The Parent represents and warrants to the Company that the statements contained in this ARTICLE 3 are Article III are, after giving effect to the Split-Off (unless otherwise stated to the contrary), true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE 3Article III; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE 3Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE 3Article III. For purposes of this ARTICLE 3Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or executive officer of the Parent Andrey Zasoryn as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and key employees of the Parent and the accountants and attorneys of the Parent.

Representations and Warranties of the Parent. AND THE ACQUISITION SUBSIDIARY The Parent represents and warrants to the Company and the Company Member that the statements contained in this ARTICLE 3 Article III are true and correct, except as set forth in the supplemental disclosure schedule provided by the Parent to the Company and the Company Member on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE 3Article III; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE 3Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE 3Article III. For purposes of this ARTICLE 3Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any officer or director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and appropriate officers, directors, key employees of the Parent and employees, the accountants and attorneys of the ParentParent with respect to the matter in question.

Representations and Warranties of the Parent. THE SPLIT-OFF SUBSIDIARY, THE SPLIT-OFF PURCHASER AND THE ACQUISITION SUBSIDIARY The Parent Parent, the Split-Off Subsidiary, the Split-Off Purchaser and the Acquisition Subsidiary each represents and warrants to the Company that the statements contained in this ARTICLE 3 Article III are and shall be, after giving effect to the Split-Off (unless otherwise stated to the contrary), true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof and as of the Effective Time (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE 3Article III; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE 3Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE 3Article III. For purposes of this ARTICLE 3Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or executive officer of Pxxx Xxxxxxx, the Parent Parent’s Chief Executive Officer, as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and key employees of the Parent and the accountants and attorneys of the Parent.

Representations and Warranties of the Parent. AND THE ACQUISITION SUBSIDIARY The Parent represents and warrants to the Company that the statements contained in this ARTICLE 3 III are true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE 3III; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE 3III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE 3III. For purposes of this ARTICLE 3III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and key employees of the Parent and the accountants and attorneys of the Parent.

Representations and Warranties of the Parent. EACH BLOCKER MERGERSUB AND THE ACQUISITION SUBSIDIARY The Parent represents and warrants to the Company that the statements contained in this ARTICLE 3 III are true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE 3III; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE 3III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE 3III. For purposes of this ARTICLE 3III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and key employees of the Parent and the accountants and attorneys of the Parent.

Representations and Warranties of the Parent. AND THE ACQUISITION SUBSIDIARY The Parent represents and warrants to the Company that the statements contained in this ARTICLE 3 Article IV are true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE 3Article IV; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE 3Article IV, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE 3Article IV. For purposes of this ARTICLE 3Article IV, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any officer or director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and appropriate officers, directors, key employees of the Parent and employees, the accountants and attorneys of the ParentParent with respect to the matter in question.

Representations and Warranties of the Parent. AND THE ACQUISITION SUBSIDIARY The Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this ARTICLE 3 Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE 3; Article III, and except to the extent that it is reasonably apparent clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE 3paragraph, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other only the corresponding numbered paragraph in this ARTICLE 3Article III. For purposes of this ARTICLE 3Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or the executive officer officers of the Parent Parent, as well as any other knowledge which such person executive officers would have possessed had such person they made reasonable inquiry of directors and key employees of with respect to the Parent and the accountants and attorneys of the Parentmatter in question.