REPRESENTATIONS AND WARRANTIES OF MEMBERS AND COMPANY. Company, as to the time period before Closing only, and each Member, jointly and severally, represent and warrant to Buyer that the statements contained in this Section 5 except as set forth in the schedules to the subsections of this Section 5 delivered by Members to Buyer on the date hereof (such schedules hereinafter collectively referred to as the "Disclosure Schedules" and, individually, as a "Disclosure Schedule"): (i) are correct and complete as of the date of this Agreement; (ii) 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 Section 5); and (iii) shall survive the Closing in accordance with Article 12 hereof. Nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Wherever a representation or warranty herein is qualified as having been made "to the best of Members' knowledge", such phrase shall mean the knowledge of any Member, after reasonable inquiry.
