Representations and Warranties of Sierra and the Seller. Each of Sierra and the Seller represents and warrants to, and agrees with, the Purchaser that, except as set forth on the Seller's Disclosure Schedule or as contemplated by this Agreement (as used herein, any reference to any event, change or effect being "material" with respect to the Company or any Subsidiary means an event, change or effect which is material in relation to the financial condition, properties, business, operations, assets or results of operations of the Company and the Subsidiaries, taken as a whole):
