REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING Seller, THE COMPANY AND THE BUSINESS. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller hereby represent and warrant to Buyer as of the Closing Date that the statements contained in this ARTICLE II are true and correct, except as otherwise specifically set forth in the disclosure schedules dated and delivered concurrently with this Agreement by Seller to Buyer (the “Disclosure Schedules”). The Disclosure Schedules contain individual Schedules which set forth (i) exceptions to particular representations, warranties, covenants and obligations of Seller set forth in this Agreement or (ii) descriptions or lists of assets and Liabilities and other items referred to in this Agreement. The Disclosure Schedules are arranged in Schedules which correspond to the applicable Sections and Subsections of this Agreement. Each exception to a representation and warranty set forth in the Disclosure Schedules qualifies only the provisions in the Section of this Agreement expressly referenced therein, and no other provisions of this Agreement. Nothing in the Disclosure Schedules will constitute an exception to a representation or warranty made in this Agreement unless such Schedule specifically identifies the relevant section of this Agreement, describes the exception with particularity and describes the relevant facts in reasonable detail. The absence of a reference in a representation or warranty to the Disclosure Schedules as containing an exception thereto will not prevent Seller from setting forth any such exceptions in the Disclosure Schedules. The absence of a Schedule relating to a particular Section or subsection in the Disclosure Schedules means there are no exceptions thereto.
