REPRESENTATIONS AND WARRANTIES
OF TEAM AND MERGER SUB. As of the date of this Agreement and as of the Closing Date, except as disclosed in (i) factual statements set forth in TEAM’s (A) Annual Report on Form 10-K for the year ending December 28, 2002, or (B) Quarterly Report on Form 10-Q or Current Report on Form 8-K filed subsequent to the filing of such Form 10-K but prior to the date of this Agreement (for the avoidance of doubt, disclosure included in any section titled “risk factors,” “forward-looking statements” or a similar type caption in any such filings shall not qualify or modify any representation or warranty in this Agreement), or (ii) the disclosure letter delivered by TEAM to Vsource dated as of the date hereof (the “TEAM Disclosure Letter”) (each Part of which qualifies the correspondingly numbered representation, warranty or covenant to the extent specified therein and such other representations, warranties or covenants to the extent a matter in such Part is disclosed in such a way as to make its relevance to such other representation, warranty or covenant readily apparent), TEAM and Merger Sub represent and warrant to Vsource as follows:
