REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET SUBSIDIARIES. In this Agreement, any reference to any event, change, condition or effect being "material" with respect to any entity means any material event, change, condition or effect related to the financial condition, properties, assets (including intangible assets), liabilities, business, prospects, operations or results of operations of such entity and its subsidiaries, taken as a whole. In this Agreement, any reference to a "MATERIAL ADVERSE EFFECT" with respect to any entity means any event, change or effect that is materially adverse to the financial condition, properties, assets (including intangible assets), Liabilities (as defined in SECTION 2.5 hereof), business, prospects, operations or results of operations of such entity and its subsidiaries, taken as a whole; provided, that for purposes of SECTION 6.1 and SECTION 7.1, changes or effects which are primarily and directly cause by the execution and delivery of this Agreement or the announcement of the transactions contemplated hereby shall not constitute a Material Adverse Effect (it being understood that in any controversy concerning the applicability of this proviso, the party claiming the benefit of this proviso shall have the burden of proof with respect to the elements of such proviso). In this Agreement, the words "aware," "knowledge" or similar words, expressions or phrases with respect to a party means such party's actual knowledge after inquiry of the executive officers (as defined in SEC Rule 405 of the Securities Act of 1933, as amended (the "SECURITIES ACT")), and directors of such party and its subsidiaries. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this ARTICLE II are true and correct, except as set forth in the disclosure schedule delivered by Target to Acquiror immediately prior to the execution and delivery of this Agreement (the "TARGET DISCLOSURE SCHEDULE"). The Target Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered Sections contained in this ARTICLE II, and the disclosure in any Section shall qualify only the corresponding Section in this ARTICLE II. Any reference in this ARTICLE II to an agreement being "enforceable" shall be deemed to be qualified to the extent such enforceability is subject to (i) Laws of general application relating to bankruptcy, insolvency, moratorium, fraudulent conveyance and the relief of debtors and (ii) the availability of specific performance, injunctive relief and other equi...
