Representations and Warranties of the Company and the Major Sellers. The Company and the Major Sellers jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are true and correct, except as disclosed in a document of even date herewith and delivered by the Company to the Purchaser on the date hereof referring to the representations and warranties in this Agreement (the “Disclosure Schedule”) which document may be delivered to the Purchaser and updated pursuant to this Agreement. The Disclosure Schedule is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 5; the disclosure in any such numbered and lettered Section of the Disclosure Schedule shall qualify only the corresponding subsection in this Section 5 (except to the extent disclosure in any numbered and lettered Section of the Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section of the Disclosure Schedule); and the contents of such disclosures shall constitute representations and warranties as if such disclosures were contained herein. For purposes of all representations and warranties in this Section 5 (unless the context clearly indicates otherwise), the “Company” shall be deemed to include any Subsidiaries of the Company. As used herein, an entity shall be deemed to be a “Subsidiary” of a party if such party directly or indirectly owns, beneficially or of record, at least 50% of the outstanding equity interests of such entity. In the Disclosure Schedule to be delivered to the Purchaser pursuant hereto, the Company shall be entitled to include disclosures for any and all sections of this Section 5, regardless of whether there is a reference to the Disclosure Schedule in such sections. Following such delivery of the Disclosure Schedule to the Purchaser, the Seller may, from time to time, update (each, an “Update” and collectively, the “Updates”) the Disclosure Schedule by delivering such updated information to the Purchaser in writing, expressly stating the sections of the Disclosure Schedule that are to be so updated, and if so updated, the Disclosure Schedule as updated by such Updates shall supersede any previous Disclosure Schedule as of the date of such Update, provided that no Update may (i) materially change a disclosure that was known or should have been known at the time of the previous delivery of the Disclosure Schedule and (ii) disclose a violation of a covenant set forth in Section 7 hereto.
