REPRESENTATIONS AND WARRANTIES OF ZIPCAR
AND THE TRANSITORY SUBSIDIARY. Each of Zipcar and the Transitory Subsidiary represents and warrants to the Company that, except as set forth in the Zipcar Disclosure Schedule, the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties were, are or will be true and correct as of such date). The Zipcar Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and, in certain cases, subsections contained in this Article III. The disclosures in the Zipcar Disclosure Schedule shall qualify sections and subsections in this Article II in addition to those which correspond to the particular Zipcar Disclosure Schedule only to the extent it is reasonably clear, to a person having conducted due diligence of Zipcar consistent with the due diligence investigation conducted by the Company, from a reading of the disclosure that such disclosure is applicable to such other sections and subsections and regardless of whether such sections or subsections are qualified by reference to a section of the Disclosure Schedule. For purposes of this Article III, the phrase “to the knowledge of Zipcar” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of Zipcar as set forth on Exhibit C hereto.
