REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO COMPANY GROUP. As a material inducement to Buyer to enter into this Agreement and to consummate the Transactions, Seller represents and warrants to Buyer that the statements contained in this ARTICLE 4 are true and correct as of each Closing, except as set forth in the disclosure schedule of Seller attached to this Agreement (the “Disclosure Schedule”). The Disclosure Schedule is arranged in separately numbered sections that correspond to the numbered sections of this ARTICLE 4. Each statement or other item of information set forth in the Disclosure Schedule shall be deemed to qualify (a) the representations and warranties made by Seller in the corresponding section of this ARTICLE 4, (b) such other representations and warranties that are identified in the Disclosure Schedule as being qualified by such exception and (c) any other representation and warranty to the extent that the applicability of the disclosure to such other representation and warranty is reasonably apparent on the face of such disclosure. Certain information set forth in the Disclosure Schedule may be included solely for informational purposes and the disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed by this Agreement or that such information is material, nor shall the disclosure of such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, Company Group. In no event shall the listing of any matter in the Disclosure Schedule be deemed or interpreted to expand the scope of Seller’s representations and warranties set forth in this Agreement. Capitalized terms used in the Disclosure Schedule and not otherwise defined therein have the meanings given to them in this Agreement.
