REPRESENTATIONS AND WARRANTIES OF SOUTHERNPLANET. To induce NxGen and NAC to enter into this Agreement and consummate the transactions contemplated hereby, SouthernPlanet represents and warrants to NxGen and NAC as follows (for purposes of this Agreement, the phrase "knowledge of SouthernPlanet" or SouthernPlanet's knowledge", or words of similar import, mean the knowledge of SouthernPlanet and any of SouthernPlanet's agents and representatives, including facts of which the agents and representatives, in the reasonably prudent exercise of their duties, should be aware:
