REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE PRINCIPAL. Whenever any representation and warranties set forth in this Agreement are qualified as to the "knowledge", such term means the actual knowledge, after due and diligent inquiry, of such party's officers, directors and other managers, provided that such persons shall have made due and diligent inquiry of those employees whom such officers, directors and managers reasonably believe would have actual knowledge of the matters represented. In this Agreement, any reference to any event, change, condition or effect being "material" with respect to any entity or group of entities means any material event, change, condition or effect related to the financial condition, property, assets (including intangible assets), liabilities, business, operations or results of operations of the Company. In this Agreement, any reference to a "Material Adverse Effect" with respect to the Company means any event, change or effect that is materially adverse to the financial condition, properties, assets, liabilities, business, operations or results of operations of, the Company. Each of the Shareholders and the Principal, jointly and severally, hereby represents and warrants to Parent the following, except as set forth in a disclosure schedule delivered to Parent at the Closing, a copy of which is attached as Exhibit D hereto (the "Company Disclosure Schedule"):
