REPRESENTATIONS AND WARRANTIES OF SELLER, XXXXXXX AND XXXXXXXX. LM, Xxxxxxx, and Xxxxxxxx, jointly and severally, as a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, make the following representations and warranties to Buyer. Exceptions to such representations and warranties are set forth in the disclosure schedule accompanying this Agreement (the "Disclosure Schedule" at SCHEDULE 3.6). The Disclosure Schedule shall be effective to modify only those representations and warranties to which the Disclosure Schedule makes explicit reference. The phrase "to any Seller's knowledge" or similar language used in this Section 3 shall, in each case, mean the best knowledge of any Seller, after reasonable investigation. Unless specifically stated otherwise, each of the representations and warranties stated herein are made by Xxxxxxx and Xxxxxxxx as individuals and as shareholders and officers of "Seller" shall include Xxxxxxx and Xxxxxxxx. Xxxxxxx and Xxxxxxxx agree that the consideration recited herein is sufficient and adequate for purposes of the representations and warranties made, and that that they each shall be bound personally for each representation and warranty stated in Sections 3.1 through 3.19. Unless stated otherwise herein, the representations and warranties of Xxxxxxx and Xxxxxxxx made in this Agreement shall survive the Closing, and thereafter will be effective through February 17, 2003. Buyer agrees that, absent fraud by Moreli or Xxxxxxxx, Buyer will not pursue Xxxxxxx or Xxxxxxxx, subsequent to February 17, 2003, for a breach of a warranty or representation made herein by LM.
