REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND THE MANAGEMENT SHAREHOLDER. The Company and the Management Shareholder, jointly and severally, represent and warrant to Purchaser that the following facts and circumstances are true and correct, as of the date of this Agreement, subject to the limitations and exceptions set forth, by reference to the applicable section of this Article 3, on Schedule 3 attached hereto (the “Company Disclosure Schedule”). Whenever the term “to the Company’s knowledge” or similar expression appears in any representation or warranty in this Article 3, it means to the actual knowledge of the Company’s directors, officers and employees and the Management Shareholder, after reasonable inquiry and investigation. Whenever the term “the Company has received no notice” or like expression appears in any representation or warranty in this Article 3, it means that none of the Company’s directors, officers or employees, or the Management Shareholder have received actual oral or written notice of the matter to which such term is applied, after having made reasonable inquiry as to whether notice has been received.
