REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE BUSINESS. The Company and Parent, jointly and severally, hereby represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE BUSINESS. Except as specifically set forth on the disclosure schedules attached to this Agreement (the “Disclosure Schedules”), as a material inducement to Buyer to enter into this Agreement and consummate the Contemplated Transactions, the Company and Sellers hereby represent and warrant to Buyer that the statements contained in this Article 4 are true and correct on the date hereof and will be true and correct on the Closing Date. The Disclosure Schedules are arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Article 4. The disclosures in any section or subsection of the Disclosure Schedules will only qualify other sections and subsections in this Article 4 to the extent that such other sections and subsections explicitly cross reference such disclosures. Notwithstanding anything contained herein to the contrary, all representations made in this Article 4 with respect to the Company shall be deemed to be made with respect to any predecessor entities with respect to the Business.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE BUSINESS. Seller represents and warrants to Buyer, as of the date of this Agreement and as of the Closing Date, except (a) as disclosed in the Company SEC Reports, filed with or furnished to the SEC pursuant to the Securities Exchange Act on or after October 1, 2022 and prior to the date of this Agreement (other than forward-looking disclosures set forth under the captions “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Quantitative and Qualitative Disclosures About Market Risk,” it being understood that any factual information contained therein shall not be excluded) (the “Recent SEC Reports”) (it being understood that any matter disclosed in any Recent SEC Report will be deemed to be disclosed with respect to a representation or warranty in this Article III only to the extent that it specifically references the Product and is reasonably apparent from such disclosure in such Recent SEC Report on its face that it is applicable to such representation or warranty but including, for the avoidance of doubt, all financial statements and notes thereto related to the Product whether or not a specific reference to the Product is made therein); or (b) as set forth in the Seller Disclosure Schedule, as follows:
