REPRESENTATIONS AND WARRANTIES OF THE COMPANY, SELLER AND THE SHAREHOLDERS. The Company, Seller and the Shareholders, jointly and severally, hereby represent and warrant to Buyer as follows, including with respect to the Schedules referenced in this ARTICLE III, which are attached to this Agreement and made a part hereof (as used in this Agreement, the phrase “to the Company’s knowledge” or similar wording means the knowledge of Seller, the Shareholders, the Key Employees and any officers and/or employees of the Company charged with any administrative or operational responsibility for the applicable matter, in each case, after reasonable due inquiry; and, for clarity, such phrase includes a similar limit to the representations and warranties of Seller and the Shareholders whenever such representations and warranties are limited by their “knowledge”), and for all purposes in this ARTICLE III, unless otherwise noted, any reference to the Company shall include the Pre-Conversion Entity:
