REPRESENTATIONS AND WARRANTIES
OF SOUTHERN AND SOUTHERN SHAREHOLDER. As a material inducement for Parent and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, each of Southern and the Southern Shareholder, jointly and severally makes the following representations and warranties as of the date hereof and as of the Closing Date, each of which is relied upon by Parent and Merger Sub regardless of any investigation made or information obtained by Parent (unless and to the extent specifically and expressly waived in writing by Parent on or before the Closing Date):
