Representations and warranties of the Equityholder and Beneficial Owners. As a material inducement to Buyer to execute and perform its obligations under this Agreement, the Equityholder, each Beneficial Owner and the Company make the following representations and warranties to Buyer (subject to such exceptions as are set forth in the Disclosure Schedule and delivered herewith by the Equityholder to Buyer with schedules and references qualifying the section or subsection they reference), and agree and acknowledge that Buyer has relied on, among other things, the representations and warranties contained in this Article 2, each of which is true and correct, and each of which shall survive the Closing as herein set forth:
