REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES AND THE SELLER PARTIES. The Group Companies (other than the Japan Subsidiary), jointly and severally; the Seller Parties, severally but not jointly, hereby represent and warrant to the Investors, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit B (which Disclosure Schedule shall be deemed a part of the representations and warranties to such Investors), as of the date hereof and as of the date of the Closing hereunder, as follows:
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES AND THE SELLER PARTIES. The Group Companies and the Seller Parties (other than Inno), jointly and severally, and Inno, severally and only as to Sections 3.1 through 3.5 below, hereby represent and warrant to the Investors, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit B (which Disclosure Schedule shall be deemed to be representations and warranties to such Investors), as of the date hereof and the date of the Closing hereunder, as follows (notwithstanding anything to the contrary herein, (i) each of Inno’s representations and warranties contained in this Section 3 shall be subject to its best knowledge, (ii) Inno’s liability for its breach of the representations and warranties contained herein shall not exceed the fair market value, as reasonably determined by the Board of Directors of the Company, of the securities of the Company held by Inno, and (iii) in indemnifying and compensating the Investors with respect to any breach of its representations and warranties, Inno shall have the right, at its sole discretion, to elect among cash payment, transfer to the Investors at no cost Ordinary Shares (as defined below) of equivalent value, or a combination thereof):
