REPRESENTATIONS AND WARRANTIES OF EMAGEON AND MERGER SUB. Emageon has prepared and delivered to Ultravisual a disclosure memorandum (the "EMAGEON DISCLOSURE MEMORANDUM") setting forth any and all exceptions or supplemental information to the representations and warranties contained in SECTION 8 of this Agreement. The disclosures set forth in the Emageon Disclosure Memorandum qualify or supplement only those representations and warranties specifically referenced and referred to in the Emageon Disclosure Memorandum, and a disclosure or supplement related to any particular representation, warranty or covenant shall not qualify or supplement any other representation, warranty or covenant unless evident by its context or unless expressly stated. To induce Ultravisual and the Ultravisual Stockholders to enter into this Agreement and to consummate the transactions contemplated by this Agreement, subject to the qualifications set forth in the Emageon Disclosure Memorandum, Emageon and Merger Sub, jointly and severally, represent and warrant to Ultravisual and the Ultravisual Stockholders as follows:
