REPRESENTATIONS AND WARRANTIES OF TARGET AND THE TARGET STOCKHOLDERS. In this Agreement, any reference to a "Material Adverse Effect" with respect to any entity or group of entities means a material adverse effect on the business, assets (including intangible assets), financial condition, prospects, or results of operations of such entity and its subsidiaries, taken as a whole, which is individually in excess of $20,000, or, in the aggregate, in excess of $30,000. References to a Material Adverse Effect on Target or its assets shall also refer to a Material Adverse Effect on Predecessor (as defined below) and its assets. In this Agreement, any reference to a Party's "knowledge," unless otherwise qualified, means the actual knowledge of such Party and the knowledge a Party would have after reasonable inquiry by the Party's officers and directors of directors, officers, employees and consultants of Target in the event a reasonable person would have, in the fulfillment of his or her duties, made such inquiry. Where representations are qualified to the knowledge of Target, such knowledge shall also refer to the knowledge of Predecessor. For purposes of this Article III, any reference to "Target" shall also be a reference to any entity or entities through which Target or the Target Stockholders engaged in and conducted the Business during the past five (5) years ("Predecessor"). The inclusion of representations referring to Predecessor separately or to both "Target" and "Predecessor" in this Article III shall not create any implication that reference solely to "Target" in any other representation in Article III does not also refer to Predecessor.
REPRESENTATIONS AND WARRANTIES OF TARGET AND THE TARGET STOCKHOLDERS. Target and the Target Stockholders represent and warrant to Acquiror that the statements contained in this Article II are true and correct, except as set forth in the disclosure letter delivered by Target and the Target Stockholders to Acquiror prior to the execution and delivery of this Agreement (the "Target Disclosure Letter"). The Target Disclosure Letter shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II, and except as set forth in the proviso that follows, the disclosure in any paragraph shall qualify only the corresponding paragraph in this Article II; provided, however, that any item disclosed under any paragraph of the Target Disclosure Letter shall be deemed to be disclosed with respect to every other applicable paragraph if the disclosure in respect of such one paragraph of the Target Disclosure Letter is sufficient on its face to reasonably inform the reader of the Target Disclosure Letter of the information required to be disclosed in respect of other paragraphs of the Target Disclosure Letter. 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 and the relief of debtors, and (ii) the availability of specific performance, injunctive relief and other equitable remedies.
REPRESENTATIONS AND WARRANTIES OF TARGET AND THE TARGET STOCKHOLDERS. In this Agreement, any reference to a “
