REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND SLM. SLM and each of the Shareholders, individually and neither jointly nor severally, represents and warrants to Celtic, except as disclosed in this Agreement or in the case of any representation qualified by its terms to a particular schedule ("Schedule") of SLM attached hereto ("SLM Schedule") such specific SLM Schedule, that the statements made in this Article V will be correct and complete at the Effective Time provided, however, if there is no Effective Time, then no party shall be liable for any inaccuracy. For purposes of this Article V, each and every reference to SLM shall mean and include SLM and each subsidiary of SLM ("SLM Subsidiary") unless otherwise indicated. Each representation and warranty made by SLM and the Shareholders relating to SLM, shall be deemed to be a representation and warranty made by SLM and the Shareholders for each SLM Subsidiary, except to the extent that a specific representation or warranty does not relate to the existence, assets, liabilities or operations of such SLM Subsidiary, and that the term SLM taken as a whole shall mean SLM and all of its Subsidiaries.

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND SLM. 9 5.1. Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 9 5.2. Restricted Shares to be Issued . . . . . . . . . . . . . . . . 9 5.3. Organization . . . . . . . . . . . . . . . . . . . . . . . . . 9 5.4. Capitalization . . . . . . . . . . . . . . . . . . . . . . . .10 5.5. Reorganization and Securities Related Expenses . . . . . . . .10 5.6. Authority Relative to this Agreement . . . . . . . . . . . . .11 5.7. Approvals and Consents; Non-Contravention. . . . . . . . . . .12 5.8. Articles of Incorporation and Bylaws . . . . . . . . . . . . .13 5.9. Financial Statements . . . . . . . . . . . . . . . . . . . . .13 5.10. No Undisclosed Material Liabilities . . . . . . . . . . . . .14 5.11. Absence of Certain Changes or Events. . . . . . . . . . . . .14 5.12.

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND SLM. 9 5.1. Shareholders.....................................................9 5.2. Restricted Shares to be Issued...................................9 5.3. Organization.....................................................9 5.4. Capitalization..................................................10 5.5. Reorganization and Securities Related Expenses..................10 5.6. Authority Relative to this Agreement............................11

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REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:
Representations and Warranties of Shareholder Shareholder represents and warrants to Buyer that:
Representations and Warranties of Stockholders Each Stockholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows:
Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:
Representations and Warranties of Optionee Optionee hereby represents and warrants that:
Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER Seller and Shareholder represent and warrant, jointly and severally, to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

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