REPRESENTATIONS AND WARRANTIES OF EQUITYHOLDERS. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, each Equityholder separately represents and warrants to the Parent and Sub that the statements contained in this ARTICLE IV are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF EQUITYHOLDERS. Equityholders severally and not jointly represent and warrant to Buying Parties that the statements contained in this Article 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 4), except as set forth in the Schedules delivered to Purchaser on the date of this Agreement. Notwithstanding the foregoing, any representation or warranty that pertains to Equityholders rather than the Company Group shall be made only by the individual Equityholder with respect to himself, herself or itself and not the other Equityholders. Nothing in the Schedules shall be deemed adequate to disclose an exception to a representation or warranty made in this Agreement, however, unless the Schedule identifies the exception. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made in this Agreement (unless the representation or warranty pertains to the existence of the document or other item itself). Equityholders acknowledge and agree that neither their making of representations and warranties in this Agreement on a “severally and not jointly” basis, nor the additional statement in sentence 2 of this Article 4 above regarding the making of representations and warranties on a several basis, is intended to, nor shall it be interpreted or applied to, limit or adversely affect AFAM Indemnified Persons’ ability to obtain indemnification under Article 12 for the full amount of any Losses up to the full Escrow Amount and as otherwise permitted in this Agreement, subject to the express limitations on indemnification set forth in Article 12, regardless of whether an Equityholder’s Pro Rata Share of the Escrow Amount is less than the actual amount of such Losses and regardless of whether the breach of representation and warranty giving rise to the Losses was made by a single Equityholder rather than all Equityholders.
