REPRESENTATIONS AND WARRANTIES OF PARENT AND CITADEL. In connection with the Merger and in order to induce the Company and the Stockholders to enter into and consummate the transactions contemplated by this Agreement, Parent and Citadel jointly and severally make the following representations and warranties to the Company and the Stockholders, as of the date of this Agreement and as of the date of the Closing (except for representations and warranties expressly and specifically relating to a time or times other than the date hereof or thereof, which shall be made as of the specified time or times):
