REPRESENTATIONS AND WARRANTIES OF SELLER, SHAREHOLDERS AND KEY EMPLOYEES. The Seller, the Shareholders and the Key Employees, jointly and severally, warrant and represent that each of the statements set forth in this Article 3 are true, correct and complete as of the Contract Date and will be true, correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the Contract Date throughout this Article 3), except as set forth in the disclosure schedule accompanying this Agreement (the "Disclosure Schedule"). Notwithstanding the foregoing, the Key Employees do not join in the making of the representations and warranties contained in Sections 3(a), 3(b), 3(c)(1), and 3(f) below, it being understood that such representations and warranties are being made solely by the Seller and the Shareholders, jointly and severally. Notwithstanding the foregoing, it is understood that the Key Employees, jointly and severally, join in the making of the remaining representations and warranties contained in this Section 3 only to the extent of their Knowledge. The Disclosure Schedule will be arranged in sections corresponding to the lettered and numbered sections contained in this Article 3. The Purchaser's obligation to close under this Agreement is conditioned and contingent upon the representations and warranties contained in this Article 3 being true, correct and complete as of the Closing Date.
