REPRESENTATIONS AND WARRANTIES OF INTELLICELL AND MERGER SUB. Except as disclosed in the Intellicell SEC Reports (as hereinafter defined) and subject to such exceptions as are specifically disclosed in the disclosure letter of even date herewith relating to this Agreement and delivered by Intellicell to CWI herewith (the "INTELLICELL DISCLOSURE LETTER"), Intellicell and Merger Sub jointly and severally represent and warrant to CWI the matters set forth below. Any representation made to the "knowledge" of Intellicell or Merger Sub shall be limited to the actual knowledge of Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx and Xxxxx Xxxx.
