REPRESENTATIONS AND WARRANTIES OF SELLER, PARENT AND COMPANY. Company, as to the time period before Closing only, and Seller and Parent, jointly and severally, and only with respect to the period of time since August 26, 1997, represent and warrant to Buyer that, to the best of Parent's and Seller's knowledge, the statements contained in this Section 5 except as set forth in the schedules to the subsections of this Section 5 to be delivered by Seller 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 in all material respects as of the date of this Agreement; (ii) will be correct and complete in all material respects 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 11 hereof. The representations and warranties in this Article 5 do not apply with respect to facts or circumstances first arising before August 26, 1997, or to any facts of which Buyer becomes aware prior to Closing if Buyer proceeds to Closing. Wherever a representation or warranty herein is qualified as having been made "to the best of Seller's or Parent's knowledge", such phrase shall mean the actual knowledge of the officers, directors, and senior and regional management of Seller and Parent actively responsible for the operation of the Business.
