REPRESENTATION AND WARRANTIES OF THE SELLER PARTIES. Except as set forth on the Disclosure Schedule attached hereto as Exhibit B (the “Disclosure Schedule”), the Seller Parties jointly and severally, represent and warrant to the Company as follows:
REPRESENTATION AND WARRANTIES OF THE SELLER PARTIES. Except as set forth in the Disclosure Schedules referenced below in this Article III (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of this Agreement to the extent the applicability of such disclosure is reasonably apparent (it being understood that to be so reasonably apparent it is not required that the other Sections be cross-referenced)) and subject to Section 9.14, the Seller Parties represent and warrant to Purchaser as set forth below; provided, that, for the avoidance of any doubt, except as otherwise specifically provided, (i) representations and warranties that relate or apply to the Market Place Seller, the Market Place Seller’s business, actions or omissions or the Market Place Property shall be deemed to be made solely by the Market Place Seller (and not the Company), and (ii) representations and warranties that relate or apply to the Company, the Company’s business, actions or omissions, the Purchased Entities, the Purchased Interests or the Properties held by the Purchased Entities shall be deemed to be made solely by the Company (and not the Market Place Seller). The Seller Parties hereby acknowledge that the Disclosure Schedules disclose all exceptions to the representations and warranties contained in this Article III without regard to any qualifications and exceptions contained in such representations and warranties relating to materiality or a Material Adverse Effect. As such, the Parties hereby agree that the inclusion of a matter in any section of the Disclosure Schedules (i) that corresponds to a representation or warranty in this Article III qualified by reference to materiality or Material Adverse Effect does not constitute an admission as to the materiality of the matter so disclosed, nor shall it be deemed to establish a standard for materiality, (ii) does not represent a determination by the Seller Parties that such item did not arise in the ordinary course of business, and (iii) shall not constitute evidence that any information was required to be disclosed in the Disclosure Schedules.
