REPRESENTATIONS AND WARRANTIES OF KL AND THE KL SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF KL AND THE KL SHAREHOLDERS. Subject to the exceptions set forth in the Disclosure Schedule and except for the representations and warranties set forth in Section 3.30, 3.31, 3.32, 3.33, and 3.34, which are made solely by the KL Shareholders, severally and not jointly, to SHA, KL and the KL Shareholders, jointly and severally, represent and warrant to SHA as of the date hereof and as of the Closing as follows, provided, however, in respect of any event or change of circumstance occurring during the period from the day following the date hereof up to and including the Closing Date, neither KL nor any KL Shareholder shall be held liable for any misrepresentation or breach of warranty resulting from such event or circumstance unless such event or circumstance was contributed to by the default, negligence, failure to take prudent action or follow any request, notice or instruction of any Governmental Authority, fraud or other wrongdoing of any kind of any of the KL Shareholders or KL, its directors, officers or employees or any of the respective representatives or agents of KL or any KL Shareholder, in which case KL and the KL Shareholders shall be held liable for any material mispresentation or material breach of warranty resulting from such event or circumstance:
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