REPRESENTATIONS AND WARRANTIES OF DAI AND SHAREHOLDERS. Prior to Closing, DAI shall have completed the Asset Purchase and DAI Reorganization and all of the DAI’s Subsidiaries’ representations and warranties shall merge at Closing into DAI’s representations and warranties. DAI and its Subsidiaries (DAI together with its Subsidiaries and Pro-Tek is collectively referred to herein as “DAI”) and Shareholders, jointly and severally, represent and warrant to Parent and Sub that the following are true and correct as of the Signing Date and shall be true and correct at Closing as if made on the Closing Date and at the Effective Time. The representations and warranties of Shareholders are based upon and limited to facts within the actual knowledge of each Shareholder.
