Common use of Representations and Warranties of the Seller Clause in Contracts

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser Buyer as follows, in each case except as set forth on in the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of accompanying this Agreement (the “Seller Disclosure Schedule”):

Representations and Warranties of the Seller. The Seller represents represents, warrants and warrants undertakes to the Purchaser as followsthat, except as set forth on in the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as set forth in the disclosure schedule being delivered by the Seller to the Purchaser (the "Seller Disclosure Schedule"), the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as otherwise set forth in the schedules attached to this Agreement by reference to specific sections of this Agreement (hereinafter collectively referred to as the “Disclosure Schedule”), the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):below:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser Purchaser, subject to such exceptions as follows, except as set forth on are disclosed in the disclosure schedule (the “Seller Disclosure Schedule”) delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):follows:

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser as followsthat, except as subject to the exceptions set forth on in the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “"Seller Disclosure Schedule”):") delivered by Seller, on the date hereof:

Representations and Warranties of the Seller. The Except as otherwise set forth in the schedules attached to this Agreement by reference to specific sections of this Agreement (hereinafter collectively referred to as the "Disclosure Schedule"), the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):below:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsof the date hereof and as of the Closing Date the following, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):

Representations and Warranties of the Seller. The Seller, except as set forth in the Seller Disclosure Schedule, represents and warrants to the Purchaser Buyer as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as set forth in the Disclosure Schedules, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated Buyer as of the date of this Agreement (the “Seller Disclosure Schedule”):hereof as follows:

Representations and Warranties of the Seller. The Except as set forth in the Seller Disclosure Schedules, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):hereof as follows:

Representations and Warranties of the Seller. The Except as set forth in the Seller Disclosure Schedule, Seller hereby represents and warrants to the Purchaser Buyer as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as set forth in the Disclosure Schedules, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as otherwise set forth in the schedules attached to this Agreement (hereinafter collectively referred to as the "Seller Disclosure Schedule"), the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):below:

Representations and Warranties of the Seller. The Except as otherwise set forth on the Seller Disclosure Schedule, Seller hereby represents and warrants to the Purchaser each Buyer as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated follows as of the date of this Agreement (the “Seller Disclosure Schedule”):hereof:

Representations and Warranties of the Seller. The Except as disclosed in the written statement delivered by the Seller to the Purchaser at or prior to the execution of this Agreement (the "Seller Disclosure Schedule"), the Seller hereby represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as provided in the Disclosure Schedules, the Seller represents and warrants to the Purchaser Buyer as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser Buyer as of the date hereof, as of the Closing and as of the Effective Time as follows, except as set forth on otherwise disclosed to the disclosure Buyer in the corresponding section or subsection of the schedule delivered to the Buyer by the Seller to the Purchaser concurrently in connection with the execution and delivery of this Agreement and dated as of the date of this Agreement (with specific reference to the representations and warranties in this Agreement to which the information in the corresponding section or subsection of the schedule relates) (the “Seller Disclosure Schedule”):

Representations and Warranties of the Seller. The Except as set forth in the Disclosure Schedule, the Seller hereby represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, except Except as set forth on in the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement Parent (the “Seller Disclosure Schedule”):) prior to the execution of this Agreement, the Seller represents and warrants to Purchaser and Parent that:

Representations and Warranties of the Seller. The Except as set forth in the disclosure schedules attached to this Agreement, Seller hereby represents and warrants to the Purchaser Buyer as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsPurchaser, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement and as of the Closing Date, that, except as set forth in the Schedules referenced in this Article V (the “Seller Disclosure ScheduleSchedules”):

Representations and Warranties of the Seller. The Except as set forth on a Disclosure Schedule executed and delivered by the Seller to each Purchaser (the "Disclosure Schedule"), the Seller represents and warrants to the each Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as otherwise set forth in written information (the "Disclosure Schedule") attached hereto, Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller Buyer (each such representation and warranty being a material inducement to the Purchaser concurrently with the execution and delivery of this Agreement and dated by Buyer) as of the date of this Agreement (the “Seller Disclosure Schedule”):follows:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsBuyer that, except as set forth on in the disclosure schedule delivered by the Seller attached to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):);

Representations and Warranties of the Seller. The Seller represents and warrants to Except for the Purchaser as follows, except as disclosures set forth on the disclosure schedule Disclosure Schedule delivered by the Seller to the Purchaser concurrently Buyer simultaneously with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):), the Seller represents and warrants to Buyer as follows:

Representations and Warranties of the Seller. The As an inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller represents and warrants to the Purchaser as followsBuyer that, except as set forth on in the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsBuyer and Buyer Parent that, except as set forth on in the disclosure schedule delivered by the Seller attached to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):

Representations and Warranties of the Seller. The Except as set forth in the Seller Disclosure Schedule, Seller represents and warrants to the Purchaser Buyer as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser and MICT as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser and MICT concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement Effective Date (the “Seller Disclosure Schedule”):

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsthat, except as set forth on disclosed in the disclosure schedule delivered by Disclosure Schedule or in any document referred to in the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):): 31

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsBuyer that, except as set forth on in the disclosure schedule delivered Disclosure Schedule provided by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement Buyer (the “Seller "Disclosure Schedule”"):

Representations and Warranties of the Seller. The Except as expressly set forth in the relevant sections of the Seller's Disclosure Schedule, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, that except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser Buyer as followsof the date hereof and as of the Closing Date that, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of Buyer on the date of this Agreement hereof (the “Seller Seller’s Disclosure Schedule”):

Representations and Warranties of the Seller. The Except as disclosed in the written statement delivered by the Seller to the Purchaser at or prior to the execution of this Agreement (the "Seller Disclosure Schedule"), the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The As an inducement to cause the Purchaser to enter into this Agreement, the Seller hereby represents and warrants to the Purchaser as follows, except as set forth on in the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as otherwise indicated on the Disclosure Schedules, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):hereof as follows:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser Buyer as follows, except as set forth on in the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of Buyer on the date of this Agreement (the “Seller "Disclosure Schedule”"):

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsPurchaser, that except as set forth on in the disclosure schedule delivered by the Seller Disclosure Schedules which have been provided to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of prior to the date of this Agreement (the “Seller Disclosure Schedule”):hereof:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsBuyer, except as subject to the exceptions set forth on in the disclosure schedule delivered supplied by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement Buyer (the “Seller "Disclosure Schedule”):"), as follows:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, except as set forth on follows (subject to the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)):

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser Except as follows, except as otherwise set forth on in the disclosure schedule delivered by the Seller to Buyer on the Purchaser concurrently with date of the execution and delivery of this Agreement and dated as of the date by Buyer of this Agreement (the “Seller "Disclosure Schedule”):"), the Seller hereby represents and warrants to Buyer as follows:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, except Except as set forth in the disclosure schedules delivered by or on behalf of the Seller and the Company to the Buyer on the disclosure schedule delivered by the Seller to the Purchaser date hereof concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Company Disclosure Schedules”), the Seller Disclosure Schedule”):hereby represents and warrants as follows:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsBuyer, except as set forth on in the disclosure schedule delivered appropriate corresponding section of the separate Disclosure Schedules which have been prepared by the Seller and delivered to the Purchaser concurrently Buyer contemporaneously with the execution and delivery of this Agreement and dated Agreement, as of the date of this Agreement (the “Seller Disclosure Schedule”):follows:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, except as (i) disclosed in the Seller SEC Documents available prior to the date hereof or (ii) set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):

Representations and Warranties of the Seller. The As a material inducement to the Purchaser to enter into this Agreement, Seller hereby represents and warrants warrant to the Purchaser as followsof the date hereof and as of the Closing Date that, except as otherwise set forth on in the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as of the date of this Agreement as follows, except as set forth on the disclosure schedule delivered by in the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):Schedules.

Representations and Warranties of the Seller. The Except as otherwise set forth in the Seller Disclosure Schedule, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to Except as disclosed in the Purchaser as follows, except as set forth on the disclosure schedule written statement delivered by the Seller to the Purchaser concurrently with at or prior to the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):), the Seller hereby represents and warrants to the Purchaser as follows:

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (Agreement, except as set forth in the “Seller Disclosure Schedule”):Schedules:

Representations and Warranties of the Seller. The Seller hereby represents and warrants to and agrees with the Purchaser as follows, except as set forth on the disclosure schedule unless otherwise provided in a Disclosure Schedule to be delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller "Disclosure Schedule”"):

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser Buyer that, as followsof the date hereof, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller in Seller's Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, that except as set forth on in the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of on the date of this Agreement hereof (the “Seller Disclosure Schedule”"SELLER DISCLOSURE SCHEDULE"):

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsPurchasers, in each case, except as set forth on in the disclosure schedule schedules delivered by herewith (collectively, the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated “Disclosure Schedules”) as of the date of this Agreement (unless reference is made as to the “Seller Disclosure Schedule”):Closing Date only) and as of the Closing Date, as follows:

Representations and Warranties of the Seller. The Seller represents Sellers represent and warrants warrant to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller Sellers to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Sellers Disclosure Schedule”):

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as followsPurchaser, except as set forth on in any of the disclosure schedule Schedules delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated Seller, as of the date of this Agreement (the “Seller Disclosure Schedule”):follows:

Representations and Warranties of the Seller. The Except as disclosed to the Buyer in the disclosure schedules delivered by the Seller simultaneously with the execution of this Agreement, the Seller hereby represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated Buyer as of the date Effective Date and as of the Closing as follows (with the understanding that the Buyer is relying on each such representation and warranty in entering into and performing this Agreement (the “Seller Disclosure Schedule”Agreement):

Representations and Warranties of the Seller. The Except as disclosed in the Seller Disclosure Schedules delivered by the Seller to Buyer concurrently with the execution of this Agreement, the Seller represents and warrants to the Purchaser Buyer as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as set forth on the Schedules delivered herewith, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):below.

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, except Except as set forth on the disclosure applicable schedule delivered by the Seller to the Purchaser concurrently with Buyer prior to the execution and delivery of this Agreement and dated as of the date of this Agreement (the “"Seller Disclosure Schedule”):"), the Seller represents and warrants to the Buyer as follows; PROVIDED, HOWEVER, the Seller makes no representation or warranty with respect to the Distributed Property:

Representations and Warranties of the Seller. The Except as set forth in the disclosure schedules delivered by the Seller to the Buyers concurrently with the execution of this Agreement (the “Disclosure Schedules”), the Seller represents and warrants to the Purchaser Buyers as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows, except Except as set forth on in the corresponding sections or sub-sections of the disclosure schedule delivered to the Buyer by the Seller prior to the Purchaser concurrently or simultaneously with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):), the Seller represents and warrants to the Buyer as follows:

Representations and Warranties of the Seller. The Except as set forth in the Seller's Disclosure Schedule provided by the Seller to the Purchaser as of the date hereof, the Seller hereby represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as set forth in the Schedules hereto, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):hereof as follows:

Representations and Warranties of the Seller. The Except as set forth in the Disclosure Schedule, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”)::

Representations and Warranties of the Seller. The Except as disclosed in the Schedules attached hereto, the Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement and dated Buyer that as of the date of this Agreement (and as of the “Seller Disclosure Schedule”):Closing Date:

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser as followsPurchaser, except as otherwise set forth on in the disclosure schedule delivered Disclosure Schedule being furnished by the Seller to the Purchaser concurrently simultaneously with the execution and delivery of this Agreement and dated (the "Company Schedule"), or as disclosed or otherwise described in any of the date of documents listed or set forth in the Company Schedule or this Agreement (the “Seller Disclosure Schedule”):Article II, as follows: