REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND COMPANY. I.1 Section Representations and Warranties of the Stockholder and Company. Previously, AFC has requested Stockholder to furnish responses to a request for due diligence materials, and Company and have, prior to the execution and delivery of this Agreement, delivered to AFC a full and complete response, including copies of all documents requested and made all of the Company files available to AFC for AFC's inspection, the documents furnished and files made available hereinafter referred to as "the Due Diligence Materials". AFC has had an opportunity to examine the Due Diligence Materials. The Stockholder has, concurrently with the execution and delivery of this Agreement, delivered to AFC a disclosure schedule with respect to the representations and warranties set forth below (the "Disclosure Schedule") attached hereto as Schedule 2.1. The Disclosure Schedule incorporates by reference all of the Due Diligence Materials. The Disclosure Schedule in each case describes the nature of the exception, if any, in reasonable detail and specifically refers to the section or subsection of this Agreement to which any exception set forth therein to a representation and warranty contained in this Article II, or covenant in Article III, applies (disclosure in any section or subsection of the Disclosure Schedule shall apply to the corresponding section or subsection of this Agreement and wherever else the information is applicable or referenced). Except as specified on the Disclosure Schedule, as of the date hereof, the Stockholder and the Company jointly and severally represent and warrant to AFC as follows:
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND COMPANY. Company, as to the time period before Closing only, and Stockholder, jointly and severally, represents and warrants to Buyer that the statements contained in this Section 5, except as set forth in the schedules to the subsections of this Section 5 delivered by Stockholder to Buyer on the date hereof (such schedules hereinafter collectively referred to as the "Disclosure Schedules" and, individually, as a "Disclosure Schedule"): (i) are correct and complete as of the date of this Agreement; (ii) will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5); and (iii) shall survive the Closing. Nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of a document or other item itself).
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND COMPANY. Each of Stockholder and Company jointly and severally represents and warrants to Buyer that each of the statements set forth below is true and correct in all respects. Such representations and warranties and the covenants and agreements contained herein constitute a material inducement to Buyer to enter into this Agreement, to enter into the other 'Transaction Documents, to purchase the Acquired Assets, to assume the Assumed Liabilities and to consummate the other transactions contemplated hereby and thereby.
