REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLER GUARANTOR. Each of Sellers and Seller Guarantor represents and warrants to Buyer as of the date hereof and as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLER GUARANTOR. Sellers and Seller Guarantor hereby, jointly and severally, represent and warrant to Buyer that the statements contained in this Article 4 are true and correct as of the date of this Agreement and as of the Closing Date (except in the case of representations and warranties that are made as of a specified date, in which case such representations and warranties will be true and correct as of such specified date); provided, however, that notwithstanding anything to the contrary in this Agreement, the statements contained in this Article 4 are only made with respect to the Business, the Facilities, the Purchased Assets and the Assumed Liabilities, as applicable, and nothing in this Article 4 shall be construed to pertain to any assets, liabilities, entities or businesses other than the Business, the Facilities, the Purchased Assets or the Assumed Liabilities, as applicable.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLER GUARANTOR. The representations and warranties in this Section 4 are subject to exceptions as set forth in disclosure schedules (the “Schedules”). Sellers and Bxxxx agree that this Agreement is being executed and delivered prior to the delivery and review of the Schedules. In addition to the foregoing, if between the Effective Date and the applicable Closing Date, any event arises relating to the Purchased Assets or the Business which either Sellers or Seller Guarantor, as applicable, reasonably determine would constitute a Material Adverse Effect on the ability of the Sellers or the Seller Guarantor to consummate the transactions contemplated by this Agreement, the Sellers or the Seller Guarantor, as applicable, shall promptly notify Buyer. Sellers and Seller Guarantor, jointly and severally, represent and warrant to Buyer that each of the following representations and warranties are true and correct on the date hereof (as modified by the Schedules) and will be true and correct as of the Closing Date, except as set forth on the Schedules:
