REPRESENTATIONS AND WARRANTIES OF ORION AND MERGER SUB. Orion and Merger Sub represent and warrant to the Company as follows, except as set forth in (x) the Orion SEC Reports filed prior to the date hereof and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but (A) solely to the extent that any information is reasonably apparent from a review of such Orion SEC Reports, (B) without giving effect to any amendment thereof filed with, or furnished to the SEC on or after the date hereof and (C) excluding any disclosures contained under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or (y) the written disclosure schedule delivered by Orion to the Company (the “Orion Disclosure Schedule”). The Orion Disclosure Schedule shall be arranged in parts and subparts corresponding to the numbered and lettered sections and subsections contained in this Section 3. The disclosures in any part or subpart of the Orion Disclosure Schedule shall qualify other Sections and subsections in this Section 3 only to the extent it is reasonably apparent from the face of the disclosure that such disclosure is applicable to such other Sections and subsections herein.
